VSME Terms and Conditions
Last updated: February 21, 2020
Please read these Terms carefully before using the Service.
Use of Services
To use the Services, you represent and warrant that: (a) you are age of majority; (b) you agree to these Terms; (c) you have the legal right and capacity to enter in to this Agreement in your jurisdiction; (d) you have not been previously banned by VSME from using the Service; and (e) you will not impersonate or misrepresent your identity, age or affiliation with another person or entity.
You will need compatible hardware, software and Internet access. You are responsible for paying any fees to connect to the Internet or for data or mobile usage to download and use the Services.
You are responsible for maintaining the security of your device(s) and your account and you are responsible for any activity that occurs on or through your device(s) or your account, including purchases made using any payment instrument. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
If you permit someone else to access the Service on your device, you will assume complete responsibility for and will monitor any such use. You agree not to share an account with someone else, or transfer your account, in part or otherwise, to anyone else. You will not attempt to use or access another account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Agreement. You may stop using the Service at any time and you may close your account by contacting us at email@example.com. When you close your account, we will delete all information you provided to us, except: (a) to the extent you shared it with others as part of the Service and they copied or stored it; (b) for the reasonable time it takes to remove from backup and other VSME systems; and (c) to the extent required for VSME to comply with certain legal obligations.
The Service is not a storage or backup service. You agree that we have no obligation to store, maintain or otherwise provide you with a copy of any information or content that you or any other user has provided. VSME will not be liable to you for any modification, suspension, or discontinuation of the Service, or the loss of any content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of content or other information may not be secure. You are encouraged to retain copies of any content you upload to the Service.
Please remember that when you provide information, it will be possible for others to see, copy or use that information.
Our Services allow the sharing of information in your profile, which can be seen by other users.
We are not obligated to publish any information or content on our Services and can remove it in our sole discretion for any reason, with or without notice.
LICENSE GRANT AND VSME CONTENT
Authorized Use of Services and License
Subject to this Agreement and your full compliance with it, VSME grants you a non-exclusive, non-transferrable, revocable, royalty-free, non-sublicensable, limited license to access and use the Services solely for your own personal, non-commercial entertainment purpose. You agree not to use the Services for any other purpose. This license is revocable at any time without notice and without cause, at VSME’s discretion.
Unauthorized Use of Service
This license does not permit and does not include permission for downloading (except for components required for site viewing purposes), modifying, translating, disassembling, reproducing, copying, distributing, transmitting, displaying site content in any way, form or through any medium; republishing or re-broadcasting the site or its contents; reselling or using any portion of this site or its contents (including any type of product information) for commercial purposes, without the explicit written permission or authorization of VSME.
You may not use spiders, crawlers, robots, data mining or data collection techniques or other automated devices or programs to catalog, download, extract or otherwise reproduce, store or distribute content available on the Service. Further, you may not use any such automated means to manipulate the Service, such as automating what are otherwise manual or one-off procedures. You will not otherwise attempt to derive the source code for the Service or any related technology or any part thereof.
You may not take any action to interfere with, or disrupt, the Service or any other user’s use of the Service, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Service, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Service within another website. You may not resell use of, or access to, the Service to any third party without our prior written consent.
You may not use the Service for any illegal or unauthorized purpose and you agree to comply with all applicable laws and regulations, including without limitation, privacy laws, intellectual property laws and anti-spam laws.
Intellectual Property and VSME Content
The Service and all contents, including but not limited to text, images, graphics or code are the property of VSME (the “VSME Content”) and are protected by copyright, trademarks, database and other intellectual property rights. The Agreement does not grant you or any other party any right, title or interest in the Services or in the VSME Content. Some materials on the Service belong to third parties who have authorized Company to display the materials, such as certain third party licensors. VSME is trademarked in Canada and USA and thus you are not allowed to use the VSME as it is trademarked by VSME.
You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with VSME. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of VSME or its affiliates. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the VSME Content or circumvent any technological protection measures that are used on the Services to restrict access to and/or use of the Services, in whole or part and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the VSME Content.
PARTICIPATION AT EVENTS
All VSME events (the “Events”) require registration. To register, you must complete the registration form and pay the required event fee. You must pay in advance. There will be available payment or registration accepted the day of the event.
Spectators are always welcome and there is a small charge to watch an event.
Registration will open when the Event is announced and will close the earlier of (i) twenty-four (24) hours before the event date or (ii) the event selling out. There are limited spots for each Event and registration is on a first-come, first-serve basis. Registration is non-transferable. At any time before the Event is closed, you may cancel your registration through the Web Site by clicking “manage my VSME bookings” in your account. Your refund will be processed shortly thereafter and will be credited back to your original payment method. Once Event registration is closed, there will be no refunds for any reason.
Abide by Rules
Our rules are posted at each Event and may change from time to time. The rules are for your benefit and protection and must be complied with by all participants. We reserve the right to immediately remove you from an Event, without refund, if you:
- fail to follow our rules;
- fail to wear proper equipment, including suitable safety equipment;
- cause a nuisance or disturbance;
- commit any illegal or immoral acts; or
- if, acting in our sole discretion, we feel that your actions may endanger yourself or others.
Requirement to sign waiver and photography release
All participants will be required to sign a waiver prior to the participation in the Event. We do not monitor how often participants participate in an Event or how many Events the participants have entered. Your participation at an Event is at your sole risk.
By participating in an Event, which you agree is valuable consideration, you hereby agree to allow photographs, audio and/or video recordings to be taken of you, whether posed or candid, while you are attending an Event, to be reproduced, published, displayed, broadcast, transmitted, licensed, sublicensed or otherwise used by VSME, including without limitation on VSME web sites, printed materials, or in any other materials or medium whatsoever and wherever (the “Work Product”). You confirm that VSME shall not be obligated to use the Work Product. You understand that the Work Product is being created under the direction and control of VSME. You hereby irrevocably assign to VSME any and all rights, including copyright, financial or other rights, and you hereby irrevocably waive in favour of VSME any and all moral rights or rights of similar nature that you may have in the Work Product. You agree that the VSME has the sole worldwide ownership and rights in and to the Work Product, including copyright interests, and you acknowledge that you have no interest or ownership in the Work Product or its copyright.
Our Service allows you to upload, submit, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Postings“). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness. We do not guarantee any confidentiality with respect to any Content you submit.
You own all or otherwise have obtained any rights or permissions required with respect to all of the Posting you provide to us. In consideration for access to the Services, which right to access you agree constitutes good and valuable consideration, when you upload, submit, send or receive content on or through the Services, you grant VSME a non-exclusive, ongoing, royalty-free, transferable, sublicensable worldwide license to use, copy, host, store, reproduce, modify, create derivative works, communicate, publish, publicly display and distribute such content on or through the Service. You will not receive any compensation for this license.
You retain any and all of your rights to any Posting you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Posting available to other users of the Service, who may also use your Posting subject to these Terms.
You represent and warrant that: (i) the Posting is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Posting on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
This license continues even after you stop using our Service. You can end this license for specific content by deleting such content from the Service, or generally by closing your account, except: (a) to the extent you shared it with others as part of the Service and they copied or stored it; (b) for the reasonable time it takes to remove from backup and other VSME systems; and (c) to the extent required for VSME to comply with certain legal obligations.
We are not responsible for any of the Posting uploaded by users and we have no obligation to monitor or moderate this content. VSME reserves the right to remove content from the Services for any reason without prior notice. Without limiting the foregoing, we reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion without prior notice.
You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service. We assume no responsibility for the deletion of or failure to store any Posting and we recommend that you do not post, display, or transmit any confidential or sensitive information. We reserve the right, but not any obligation, and in our sole discretion to remove a Posting for any reason without prior notice.
VSME PRIZES & AWARDS
Prizes may include, but are not limited to, sponsorship deals, featured profile pages, stickers, coupons, third party coupons, clothing, gear or apparel.
Prizes will be awarded twice per year and will be awarded to the top 10 or 100 people according to the rankings on the date of the prize award. For example, if prizes are awarded on July 1 and December 1, the top 100 participants on July 1 and December 1, respectively, would receive a prize corresponding to their ranking. All aspects of the prize and the awarding of the prize, including timing and number of prizes, are determined by VSME acting in its sole discretion.
Prize must be accepted as awarded without representation, warranty or guarantee of any kind, and cannot be replaced if lost or stolen. No substitution, conversion to cash, or transfer of prize is permitted. All images shown on the Website are for illustration purposes only. Supplies of Prizes are limited, and the offer of all Prizes is valid only while supplies last. VSME reserves the right, at its sole discretion, to discontinue, substitute, and remove Prizes at any time.
None of the VSME Parties (as defined below) make any representation, condition or guarantee or offers any warranty, express or implied, as to the quality or fitness of the prize awarded in connection with the Contest. To the fullest extent permitted by applicable law, the prize winner understands and acknowledges that he or she may not seek reimbursement or pursue any legal or equitable remedy from either VSME or any of the VSME Parties should the prize or any portion thereof fails to be fit for its purpose or is in any way unsatisfactory. For greater certainty and the avoidance of any doubt, by accepting the prize, the confirmed winner agrees to waive all recourse against the VSME Parties if the prize or a component thereof does not prove satisfactory, either in whole or in part and releases the VSME Parties of any liability and all claims regarding the redemption and use of a Prize and any loss or damage caused by the goods supplied as a Prize.
Any third party coupons or prizes are subject to the terms and conditions of the issuer and cannot be exchanged for cash or otherwise.
Any sponsorship deals are subject to the terms and conditions of the sponsor, acting in its sole discretion. Winners may be required to enter in to a sponsorship agreement with the sponsor or VSME, as applicable, which such agreement shall govern the specific terms and conditions related to the sponsorship deal.
Featured profile pages will be showcased on the Web Site in a manner that will be determined by VSME acting in its sole discretion. If your profile page does not comply with these Terms or is determined by VSME acting in its sole discretion to be otherwise objectionable or unsuitable for any reason, VSME reserves the right to require you to make changes to bring the profile page in to compliance with these Terms, or it may unfeature, suspend or delete your profile page.
After the rankings are released, the shipment of prizes may take four to six business days. Prizes will be shipped to the attention of the participant at the address listed in your account profile. It is your responsibility to ensure your account profile is always current. Any Prizes returned to VSME as “undeliverable” will not be reshipped. VSME is not liable for any loss or damage resulting from late delivery or non-delivery, including due to non-delivery because your account profile did not have the correct address listed. Damaged or defective items post-acceptance of delivery will not be the responsibility of VSME.
If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, the CCV code, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
If you choose to make payment in our Services through a third party, then you are agreeing to that third party’s payment terms and you understand that VSME is not a party to the transaction. All transactions are final and no refunds will be granted. Content prices may change at any time.
AVAILABILITY, ERRORS AND INACCURACIES
In order to provide exceptional service, and accuracy, we regularly update the products and services on the Service.Although VSME intends for the Service to be available as much as possible, there will be occasions when the Service is interrupted, including, without limitation, for scheduled maintenance or upgrades, emergency repairs or due to failure of telecommunication links and/or equipment.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or be unavailable.
We may experience delays in updating information on the Service and in our advertising on other websites.
CONTESTS, SWEEPSTAKES AND PROMOTIONS
Promotions may be available for a limited time.
LINKS TO OTHER WEB SITES
The Service may contain links to third-party web sites or services that are not owned or controlled by VSME.
VSME has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that VSME shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
You agree to indemnify, defend and hold harmless VSME its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands arising from (i) your Content, your feedback, or access to or use of the Site; (ii) any breach by you of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; (vi) anything you post on or upload to the Service; (vii) any activity related to your account; or (viii) the accepting, arranging, awarding or use of the prize. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.
LIMITATION OF LIABILITY
VSME its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; (v) the acceptance, award or use of any prize; and (vi) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
DISCLAIMER AND NON-WAIVER OF RIGHTS
VSME makes no guarantees, conditions, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, representations, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties, conditions or guarantees of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
VSME its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
If you breach any of these Terms and VSME chooses not to immediately act, or chooses not to act at all, VSME will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. VSME does not waive any of its rights. VSME shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.
The provisions concerning proprietary and intellectual property rights, user obligations, Content or submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, and governing law will survive the termination of this Terms for any reason.
The Agreement constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient redigés en anglais.
If you have any questions about these Terms, please contact us.
TERMS SPECIFIC TO EVENT HOSTS
The following terms are applicable to grappling schools that have agreed to host an Event (an “Event Host”) and are in addition to the general terms set out above (the “Event Host Terms”). In the event of a conflict between these Event Host Terms and the general Terms, these Event Host Terms shall control and govern the rights and obligations of the parties.
To register as an Event Host, you must provide VSME INC certain information including, your academy name, academy website, academy URL name, email address, academy image, academy logo and a brief description of your school (the “Event Host Registration Form”).
By partnering with VSME as an Event Host, you agree to the applicable Terms set out above together with the following specific terms (collectively, the “Event Host Terms”).
The Event Host agrees to use and follow all rules for the Event set out by VSME.
Prior to the Event, VSME and the Event Host will negotiate any payment to be received by the Event Host. Typically, this will be a portion of the sales for all registered participants who attend an Event and the amount will be payable by VSME to the Event Host after the conclusion of the Event. For the avoidance of doubt, Event Host will not receive any payment for a participant who registered but did not attend the Event.
If VSME has to cancel an Event for any reason, including lack of registered participants, VSME will endeavour to provide the Event Host with at least 24 hours prior notice. The Event Host shall not be entitled to any payment or compensation in the event an Event is cancelled.
Promotion and use of VSME Intellectual Property
Event Host will neither have any authority to bind or commit VSME in any manner nor will Event Host represent to any person that it is an agent of the VSME or is otherwise authorized to bind VSME to any transaction.
Event Host may promote the Event, provided that such promotional initiatives and their cost will be the sole responsibility of the Event Host.
The Event Host will have the right to use the name and/or trademark “VSME” (the “Mark”); provided that such use is solely for promotional purposes limited to advertising or marketing of the Event and is not to indicate in any way an endorsement of any product, service or internet site of the Event Host. Notwithstanding the foregoing, if Event Host uses the Mark in any way which is distasteful, unprofessional, unethical or otherwise harmful to the Mark and/or VSME in VSME’s sole determination, Event Host will immediately cease such use of the Mark and take all reasonable actions to remove such use of the Mark from circulation upon written request by VSME.
VSME will at all times retain ownership of the Mark and all of its other marks and any goodwill arising therefrom. VSME grants no right to Event Host to create modifications or derivatives of the Mark or combine the Mark or elements of the Mark with other marks.
Event Host hereby grants the Promoters the worldwide, perpetual right and license to use Event Host’s name, logo, image or other trademarks and copyrights; provided that such use is solely for the VSME’s advertising, publicity and marketing communications in the context of the Event.
Event Host will maintain, at its own cost and expense, at all times during and as applicable to the Event, such liability insurance as may be commercially reasonable for the nature of the Event to be hosted by Event Host. Event Host will cause VSME to be named as additional insured parties under all such insurance policies. Upon request, Event Host will provide VSME with the relevant certificates of insurance as proof of its compliance with these provisions.
Representations and Warranties of Event Host
Event Host represents and warrants that (i) it has the full power, right and authority to enter into these Terms and perform its obligations hereunder; (ii) Event Host owns or has valid rights to use all trademarks, copyrights and other intellectual property used by Event Host or provided to VSME to use in connection with the Event; (iii) the performance of Event Host hereunder will not infringe the rights of any third party; (iv) Event Host will perform its obligations hereunder in accordance with any and all applicable laws, rules and regulations; (v) Event Host has the appropriate insurance as required hereunder; and (vi) Event Host will not use the name, trademark or logo of VSME, except as provided herein.
Event Host agrees to indemnify and hold harmless VSME, their parents, subsidiaries, affiliates, officers, directors, members, shareholders, attorneys, agents, employees, contractors, licensors, suppliers, sponsors, co-branders or other partners, and any affiliates of any of the foregoing, from any and all claims, demands, suits, liability, damage, loss, costs, attorneys’ fees and expenses of whatever kind or nature, including but not limited to claims of damage or loss to property or harm of injury to a person or persons, which arise out of any (i) breach of these Event Host Terms by Event Host or any of its officers, agents, employees or other representatives, (ii) negligence or willful misconduct of Event Host or any of its officers, agents, employees or other representatives, (iii) fraud, misrepresentation or copyright or trademark infringement in connection with Event Host’s name, logo, trademark or copyright used in connection with these Event Host Terms, the Event or Event Host’s business; (iv) any claim by any third party related to the Event; and (v) any act or omission at the Event or in connection with the Event by any participant, attendant, third party or Event Host or any of their officers, agents, employees or other representatives.
Disclaimer of Warranties; Limitation of Liability
Event Host is responsible for the Event and VSME makes no representations, conditions, guarantees or warranties regarding the attendees, quality or any portion of the Event or any promotion, advertising or marketing of the Event. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VSME BE LIABLE TO EVENT HOST FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE SOURCE OF THE LIABILITY OR THE LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, CONTRACT, BREACH OF WARRANTY, ABSOLUTE LIABILITY IN TORT, MISREPRESENTATION OR OTHERWISE) UNDER WHICH IT IS ESTABLISHED.
The person completing the Event Host Registration Form represents and warrants to VSME that he/she has the authority to bind Event Host to the Event Host Terms, and agrees that in the event that such authority does not exist, he/she will be personally liable to VSME pursuant to these Event Host Terms.