TERMS & LICENSE
These TERMS AND LICENSE (this “Agreement” ) concern this website, vicarelstudios.com (together with its features and services, the “Site” ):
This Agreement is made and entered into by and between you and any person helping you visit, access, register with, and/or use the Site (collectively, “you” or “your” ), on the one side, and Vicarel Studios Inc. (“VSI” ), on the other side. You and VSI are sometimes referred to herein each as a “Party” and together as the “Parties.”
Please read this Agreement carefully before accessing or using the Site because it constitutes a legally binding agreement between you and VSI.
By downloading and/or installing, copying, or using any font software file(s) and/or any documents or instructions which, when used on an appropriate device, generates typeface and typographic designs and ornaments (the “Font Software” ) offered by VSI on the Site, or any other product or service on this Site, you are automatically accepting and agreeing to the most recent version of this Agreement.
Additionally, by visiting, accessing, or using the Site you are automatically accepting and agreeing to the most-recent version of this Agreement, and your continuing visit, access, or use of the Site reaffirms your acceptance and agreement in each instance.
If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, and/or using the Site.
VSI may supplement, amend, or otherwise modify this Agreement at any time. Such modifications will be posted on this or a similar page of the Site and shall be deemed effective as of their stated effective or modification date. It is your responsibility to carefully review this Agreement each time you visit, access, or use the Site.
1. Eligibility.
By visiting, accessing, or using the Site, you agree to comply with all applicable laws for visiting, accessing, and using the Site, and you may only use them for lawful purposes.
2. Your Devices.
Certain portions of the Site may be configured for, and VSI may offer the Site through, computers, tablets, smart phones, and/or other electronic devices (“Device(s)” ), and this Agreement shall apply with equal force and measure to your visit, access, registration with, and use of the Site through such Devices. You are responsible for obtaining and updating the Device, software, operating system, carrier, and network access necessary to properly access and use the Site. VSI does not guarantee that the Site or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. If you visit, access, or use the Site through a particular Device, then you hereby acknowledge and agree that information about your use of the Site through that Device or its carrier or network (such as, by way of example only, the identity of your Device or its carrier or network) may be communicated to VSI and/or certain third parties. All or any part of the voice, message, and data fees, rates, charges, and taxes of your Device’s carrier or network, or another third party, may apply to your visit, access, registration with, and/or use of the Site. VSI is not responsible for, and you further accept full responsibility for, all Device, carrier, and network fees, rates, charges, and taxes which may apply, if any.
3. Site Rights.
a. Ownership of the Site. The Site and all elements and derivatives thereof (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by VSI. In no event shall you have or retain any rights, titles, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of VSI’s or its licensors’ respective rights and remedies under applicable law.
b. License of the Site. Subject to the terms and conditions of this Agreement, and any associated payment obligations VSI may impose, VSI grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and view the various publicly displayed pages of the Site, and to view the information and content found thereon. Your unauthorized use of the Site or any breach by you of this Agreement automatically terminates this license. For the avoidance of doubt, the foregoing license does not grant you any rights or permissions to reproduce, download, distribute, transmit, or make available to others any content found on this Site (including, without limitation, photographs, videos, images, graphics, and text).
c. Reservation of Rights. Nothing in this Agreement shall restrict or limit VSI’s rights, titles, or interests in or to the Site, or any elements or derivatives thereof.
4. Font Software Rights.
a. Ownership of the Font Software. VSI, together with any successors and/or assigns, retains any and all rights, titles, and interests to the Font Software, together with all copyrights, designs, and trademarks and associated goodwill embodied in and/or associated with the Font Software. You hereby agree that this term is contractual in nature and that the unauthorized use of the Font Software shall be an infringement of VSI’s rights, thereby causing significant monetary harm to VSI. The limited rights granted to you in this section 5 grants no ownership rights in and to the Font Software. You agree that the Font Software and the Font Software’s structure, organization, software, source code, object code, resulting font designs and related files, elements, and derivatives are the valuable properties of VSI and/or VSI’s licensors (as applicable) and that any use of the Font Software not expressly permitted by this Agreement constitutes infringement, thereby causing significant monetary harm to VSI. All rights not expressly granted in this Agreement are expressly reserved to VSI.
b. License of the Font Software. Upon payment in full by you for the Font Software, VSI grants you a non-exclusive, revocable, non-assignable, non-transferable, non-sub-licensable, perpetual, and universe-wide license to download and install one (1) copy of the Font Software per one (1) device; and use that (1) copy of the Font Software for your personal or business
use, including the embedding of the resulting displays of the Font Software (i.e., the resulting fonts or typeface) in electronic documents, visual works, or other products for distribution to and use by your customers or other end users of those products.
c. Termination of License. The license described in section 5(b) above shall automatically terminate in the event you use the Font Software in any manner other than expressly authorized under the foregoing license.
d. Restrictions on Use of the Font Software. You are not permitted to create any derivate work or new font by modification of the outlines of the Font Software, irrespective of the software used. You may not alter the Font Software for the purpose of adding any functionality which the Font Software did not originally contain. You are not permitted to decompile, reverse engineer, disassemble, modify, alter, edit, or change the Font Software or the associated embedding bits in any manner. Further, the Font Software may not be used to create or distribute any electronic documents, visual works, or other products in which the Font Software, or any part thereof, is embedded in a format that allows the recipient (including, without limitation, your intended or unintended customers and other end users of those products) to view, decompile, reverse engineer, disassemble, modify, alter, edit, or change the Font Software. Unless otherwise expressly stated herein, you may not use the Font Software to create any commercial product based upon the font designs embodied in or resulting from the Font
Software without a special license from VSI specifically authorizing such actions.
e. Special Licenses of the Font Software. Notwithstanding the license granted to you under section 5(b) above, the you shall not have the right to make any of the following uses of the Font Software without first obtaining a special license from VSI:
i. embedding the Font Software in any software or electronic devices (other than the installation of the Font Software on the Device for operation in the manner consistent with the license granted to you under section 5(b) above);
ii. use of the Font Software as webfonts;
iii. storing, caching, serving, or otherwise providing access to the Font Software to third parties via the Internet for use or display on the Internet, irrespective of the format or technology used;
iv. use of the Font Software in relation to commercial alphabet or letter-form products involving reproductions of individual letterforms, including, without limitation, digital alphabets, sticker alphabet products, embroidery letters or fonts, monogram products, rubber stamps, die-cut letter products, and stencil products.
f. Removal of the Font Software. If you sell, transfer, or otherwise dispose of your device embodying a licensed copy of the Font Software, then you shall delete or disable said copy of the Font Software from said device prior to such disposal.
g. Reservation of Rights. Nothing in this Agreement shall restrict or limit VSI’s rights, titles, or interests in or to the Font Software, or any elements or derivatives thereof.
5. Suspension or Termination of Service.
VSI has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site at any time, and without notice or recourse, as VSI deems advisable in its sole discretion. VSI shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).
6. Payments.
Through the Site you may be allowed to purchase certain goods and services. You understand and acknowledge that for any such purchases VSI and/or a third party(ies) may charge you certain stated amounts (e.g., purchase price, applicable transaction fees) at the time of purchase, and that such charges may be made to the credit card or debit card identified during the online payment transaction process; the payment transaction will be facilitated through an online payment processing application that is provided by a third-party vendor(s), and accessible through the Site; and you will receive a receipt by e-mail or through other then-identified means.
a. No Relationship. VSI’s relationship with its third-party payment processing vendor(s), if any, is merely contractual in nature, as said vendor(s) is nothing more than a third-party vendor to VSI and is in no way subject VSI’s direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors, or the like.
b. Payment Authorization. If you provide VSI with your payment information, then you authorize VSI to do the following as VSI deems necessary, although VSI has no obligation to do so: (1) share your payment information with its third-party payment processing vendor(s); and (2) obtain your updated payment information from your payment issuer, VSI’s third-party payment processing vendor(s), and/or applicable third-party providers.
c. Payment Obligations. You agree that you are responsible for all amounts that accrue under your account(s) with VSI, VSI’s third-party payment processing vendor(s), and/or any applicable third-party providers on or through the Site. You also agree to be responsible for all payments, fines, penalties, and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Site, including, without limitation, all fees, penalties, taxes, and duties; and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any overdue amounts.
d. Waiver of Claims. To the fullest extent permitted by law, you agree to waive all claims against VSI related to any unauthorized payments made on or through your account(s) with VSI, VSI’s third-party payment processing vendor(s), any applicable third-party providers, and/or any other person or entity, regardless of whether they are authorized or unauthorized.
e. Accurate Payment Information. You represent and warrant to VSI that any payment information you provide on or through the Site is current, complete, and accurate; and that you will promptly notify VSI if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.
f. No Refunds. All sales and payments made regarding the Site, and all payments made on or through the Site, are final, irrevocable, and not subject to or eligible for refund or return, in whole or in part, unless otherwise expressly stated in this Agreement.
7. Consent to Collect, Use, and Retain Your Information.
VSI, itself and/or through third parties, may collect data or information about you through the Site and/or other communications with you (including, without limitation, your personally identifiable information, your personal data, your contact information, your communications, your payment information, your bank account information, and information about you obtained through criminal background checks) (collectively, “User Information” ). Your User Information may be stored, processed, transferred, shared with, accessed, disclosed, and/or used by VSI and/or third parties, in their respective discretions, in furtherance of (a) VSI’s and/or said third parties’ respective (a) business or legal needs or purposes (including without limitation, for marketing, lead generation, service development and improvement, analytics, industry and market research, for communicating with you, for insurance purposes, for security purposes, for protecting, enforcing, or defending VSI’s and/or said third parties’ respective legal rights, for the and such other purposes consistent with VSI’s and/or said third parties’ respective legitimate business or legal needs or purposes); and/or (b) compliance with applicable law or government authorities (e.g., to comply with a subpoena or court order). You expressly consent to all such collections, storage, processes, transfers, sharings, accesses, disclosures and uses of your User Information. Furthermore, you expressly consent to VSI and said third parties’ having the right, but not the obligation, to retain all or any part of your User Information as they see fit in their respective discretion.
8. Prohibited Activities.
You shall not engage in any of the following activities at any time with respect to the Site: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by VSI or its licensors with respect to the Site); (c) the reproduction of the Site, or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by VSI herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer, or randomly generated content; (g) supplying or publishing any information or statements to or through the Site that is false, misleading, deceptive, or incorrect; (h) any act that constitutes a commercial activity; (i) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (j) the systematic retrieval or copying of any information or content found on or through the Site or any servers which may host the Site to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (k) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with, or impermissibly access, in whole or in part, the Site, any servers which may host the Site, or any data or content found thereon or therein; (l) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying, or the like in relation to the Site or any servers which may host the Site; (m) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site or any servers which may host the Site; (n) any act that gains or attempt to gain unauthorized access to computer systems, networks, information, or materials through the Site or any servers which may host the Site; or (o) any other act that VSI becomes aware of and believes in good faith is improper, illegal, or harmful to the Site, any servers which may host the Site, any person or entity, or the property of any person or entity.
9. Links to Other Sites, Networks, Platforms, Servers, and Apps.
a. Linked Technologies. The Site may contain links to third-party websites, networks, platforms, servers, and/or applications (“Linked Technologies”). The Linked Technologies are not under the control of VSI. The Site contains these links as a convenience to you.
b. Disclaimer About Linked Technologies. VSI is not responsible for any information, content, goods, services, promotions, advertisements, names, marks, programs, codes, or other items which may be found on, through, or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content, photographs, images, and videos, products, and trademarks, services marks, trade names, and logos) which may be found on, through, or excluded from the Site. VSI does not make, nor has VSI made, any representations or warranties (express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, or any of the aforementioned items which may be found on, through, or excluded from the Linked Technologies; nor shall the fact that the Site links to any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies any such aforementioned items which may be found on, through, or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.
10. User Representations, Warranties, and Covenants.
You represent, warrant, and covenant to VSI that: (a) you are a natural person and of eighteen (18) years of age or older residing in the United States of America; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws, which may concern the Site, any servers which may host the Site, or any information, communications, or content found on or through them; (g) VSI is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement; (h) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (i) all information you provide to VSI in connection with your access or use of the Site is truthful and accurate; and (j) you are not listed on any United States government list of prohibited or restricted parties.
11. Disclaimers and Limitations.
a. General Disclaimer. Your visit, access, registration with, or use of the Site and/or any of its products and services (including, without limitation, the Font Software) in any way is done at your own risk. The Site, the success or performance of the Site, and all information, communications, content, features, products, and services offered, sold, and/or licensed on or through the Site (including, without limitation, the Font Software) are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis. VSI does not make, nor has VSI made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written, or express or implied) to you with respect to the Site, the success, performance, functionality, reliability, or safety of the Site or any such information, communications, content, features, products, or services (including, without limitation, the Font Software). VSI expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, accuracy, reliability, and performance), and warranties arising from conduct, course of dealing, custom, and usage in trade with respect to the Site, the success, performance, functionality, reliability, or safety of the Site, and any such information, communications, content, features, products, and services (including, without limitation, the Font Software). VSI does not make, nor has VSI made, any affirmation of fact or promise relating to the Site, the success, performance, functionality, reliability, or safety of the Site, or any such information, communications, content, features, products or services (including, without limitation, the Font Software) that has become any basis of this bargain. There are no warranties (express, implied or otherwise) concerning the Site, the success, performance, functionality, reliability, or safety of the Site, or any such information, communications, content, features, products, or services (including, without limitation, the Font Software) that extend beyond the face of this Agreement.
b. Disclaimer About System Delays. You understand and acknowledge that the Site may be subject to limitations, delays, and other problems inherent in the use of third-party communication networks and facilities that are outside of VSI’s control. Accordingly, VSI shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities, or damages associated with the Site which result from any system delays, downtimes, interruptions, or other failures of or problems with the Site which are outside of VSI’s control (including, without limitation, scheduled maintenance, or network failure).
c. Limitation of Liability. In no event shall VSI or any of VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs, or repair costs) caused by or arising from or in connection with: (a) your access, inability to access, use, or inability to use the Site or any of its products or services (including, without limitation, the Font Software); (b) the unauthorized access to or alteration of your information; (c) any statements, content, or conduct of any third party on, through, or in relation to the Site or made or provided during the course of your visit, access, or use of the Site; (d) any hacking, denial of service attacks, data security breaches, or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (e) any transmission, download, or infection of any software, system, program, file, process, device, application, or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware, and malware, as well as the Font Software) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (f) the fact that you have relied on any information or content found on, through, or in relation to the Site or made or provided during the course of your visit, access, registration with, or use of the Site; or (g) any acts, errors, or omissions of any or all third-party providers, if any. If you are dissatisfied with the Site or any of its products or services (including, without limitation, the Font Software), then your sole and exclusive remedy against VSI and/or VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees is to discontinue your access and use of the Site and said products and services. In no event shall any liability of VSI exceed either the purchase price of the license to the Font Software or replacement of the Font Software, with such determination made in VSI’s sole discretion.
d. No Injunctive Relief. If VSI breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site or any of its products or services (including, without limitation, the Font Software) as a result of such breach or other violation. For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).
e. Limitation of Remedies. If VSI breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative, or punitive damages arising out of or in relation to such breach or other violation, even if VSI has been notified of the possibility of such damages.
f. Consumer Protections. The disclaimers and limitations set forth in this section 12 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.
12. General Release of Claims.
You hereby release and hold harmless VSI and VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, products liability, negligence, and/or any other legal theory arising from or in connection with the Site, the Site’s products and services (including, without limitation, the Font Software), and/or the rights and privileges granted or conveyed by you under this Agreement. Further, you waive your right to, and in no event shall you seek to, enjoin VSI, any of VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees, or any exercise of the rights or privileges granted or conveyed by you under this Agreement.
13. Indemnification.
You hereby agree to indemnify, release, and hold harmless VSI and VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Site and/or the Site’s products and services (including, without limitation, the Font Software) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.
14. Term; Termination; Survival.
This Agreement shall be and remain in effect in perpetuity, unless earlier terminated in accordance with the terms and conditions of this Agreement. VSI may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if VSI believes that you have violated or acted inconsistently with any term or condition of this Agreement). You may terminate this Agreement at any time and for any or no reason by providing VSI with timely written notice of such termination and by destroying any copy(ies) of the Font Software (including, without limitation, any back-up copy thereof) in your possession, together with any printed material related thereto. If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to VSI, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of VSI and/or any of VSI’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability, and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.
15. Governing Law.
This Agreement, the additional terms, conditions, and policies referenced herein (including, without limitation, the Site’s Privacy Policy), the Site, the Font Software, the Parties’ relationship, and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Colorado in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.
16. Forum.
Each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts in Denver County, Colorado, and the federal courts in the Denver, Colorado, for the resolution of all disputes, controversies, and claims arising from or in connection with this Agreement and/or the Parties’ relationship concerning this Agreement (whether grounded in contract, tort, statute, law, or equity), and agree that neither is an inconvenient venue or forum.
17. Notice.
Unless otherwise expressly stated in this Agreement, VSI may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Site and shall be deemed effective as of their stated effective dates.
18. Relationship.
In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, or a Party’s visit to, access of, or use of the Site or the Side’s products or services (including, without limitation, the Font Software) create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between you or VSI.
19. Miscellaneous.
a. Excused Performance. VSI is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.
b. Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without VSI’s prior written consent in each instance.
c. Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.
d. Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit, or describe the scope, intent, terms or conditions of this Agreement.
e. Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said court of law shall reform the invalidated or unenforceable term or condition to the maximum extent consistent with the intent of this Agreement and applicable law.
f. Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Site’s Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
20. Contact Us.
Please direct any questions you may have about the Site or this Agreement by e-mail to: avicarel@gmail.com, with a subject line of “Website Question.”
The foregoing contact information may change from time-to-time by supplementation, amendment, or modification of this Agreement.
21. Last Modified.
This Agreement was last modified on April 16th, 2021.