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Website Terms of Use

Welcome to the to the website of Vapor IO, Inc. (“Vapor”, “we”, “us” or the like). The following terms and conditions, together with any documents referred to in them, which are expressly incorporated herein (collectively “Terms”) apply to your use of www.vapor.io, www.volutus.io, edge.vapor.io (the “Vapor Edge Portal”), and any other websites or applications made available by Vapor from time to time, including any content, downloads, functionality, products and services offered on or through such sites (collectively, the “Websites”), whether as a guest or a registered user.  The Websites provide a repository where you may obtain information about and access certain products, services and software (“Vapor Services”) we make available through the Websites to applicable customers.

Notwithstanding anything to the contrary set forth in a separate signed agreement or agreements between you and Vapor governing the provision of Vapor Services or other business relationship between such parties, as the same may be/has been amended from time to time (collectively, the “Vapor Agreement”), by using the Websites you hereby agree that access and use of the Websites and Vapor Services found thereon is subject to these Terms. Please read the Terms carefully before you access or otherwise start to use the Websites.  If you do not agree to these Terms, you must not attempt to access or use the applicable Website.

Use of the Websites

By using the Websites, in addition to these Terms, you also agree to comply with our Privacy Policy, found at https://www.vapor.io/privacy-policy, which is incorporated here by reference, and all applicable laws, regulations and rules.  If you do not agree to these Terms or the Privacy Policy, you must exit the Website.

Your usage of the Websites is permitted only for use with the Vapor Services in the scope of and in accordance with these Terms and the applicable Vapor Agreement for such Vapor Services. Use of the Websites and any content thereon for any other purpose is prohibited without the express permission of Vapor.

You may not cause harm to the Websites or use the Websites to engage in, foster, or promote illegal, abusive, or irresponsible behavior. Specifically, but not by way of limitation, you may not: (i) interfere with the Websites by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) reverse engineer, decompile or disassemble any technology used to provide the Websites; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Websites, except in the operation or use of an internet “search engine”, hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Websites; (v) impersonate another person or entity; (vi) use any meta tags, search terms, key terms, or the like that contain Vapor’s name or trademarks; or (vii) assist or encourage any third party in engaging in any activity prohibited by these Terms or applicable laws, rules or regulations.

Limited License

The Websites and its contents are owned by Vapor and/or its licensers and protected by copyright and, where applicable, other intellectual property rights. Vapor hereby grants you a limited revocable license to access and use the Websites for its intended purposes, subject to your compliance with these Terms. Some materials found on the Websites may be made available subject to certain additional license terms which may accompany or are provided with such materials, and your download and use of those materials will be subject to those additional terms and conditions.

This is a license, not a transfer of title, and all rights not expressly granted are reserved by Vapor and/or its licensors. You are permitted to use the Websites only for your personal or legitimate business purposes. Except where explicitly authorized by Vapor, you may not copy, modify, create derivative works of, publicly display or perform, republish, download or store, transfer, sell or transmit any of the material on our Websites, the Vapor Services, or the actual Websites without the prior written consent of Vapor in each instance. Further, you agree to prevent any unauthorized copying of the materials and you agree that any copy of these materials which you make shall retain all copyright and other proprietary notices in the same form and manner as on the original. Any use of the Websites not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Access to Password Protected/Secure Areas

To access the Vapor Edge Portal or some of the resources it offers, or certain other areas of the Websites, you may be asked to provide certain registration details or other information. It is a condition of your use of such Websites, including the Vapor Edge Portal, that all the information you provide on the Websites is correct, current and complete. We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time, for any reason, including, if in our opinion, you have failed to comply with any provision of these Terms. If you choose, or you are provided with, a user name, password or any other access credentials or related information as part of our security procedures (collectively, “User Information”), it is provided for your sole use and you are responsible for keeping it secure and confidential. You are solely responsible with regard to the usage and security of such User Information and any activities that occur on the Websites under your accounts, including by any administrators or end users.  You agree to immediately notify Vapor of any unauthorized use of your User Information or any other breach of security, and ensure that you exit from your account at the end of each session. Access to and use of password protected and/or secure areas of the Websites is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Websites may be subject to prosecution.

Certain Websites may require the use of two-factor authentication in connection with accessing your customer accounts. You are solely responsible for the procurement, configuration, operation, performance and security of any hardware or non-Vapor software that may be required to use two-factor authentication, including, without limitation, any authentication application or device. Any two-factor authentication configuration values shall be treated as confidential User Information hereunder.

Confidential Information

Certain areas of the Websites, including the Vapor Edge Portal, may contain Confidential Information (defined below).  You agree (a) not to reproduce any such Confidential Information except as authorized at the time of disclosure; (b) to take reasonable measures, not less than those taken to protect your own similar Confidential Information, to keep all Confidential Information confidential; (c) to use Confidential Information solely as authorized at the time of disclosure; (d) not to disclose any Confidential Information to any third party without the prior written consent of Vapor; and (e) not to cause or permit reverse engineering of any Confidential Information or disassembly of any software programs which are a part of the Confidential Information. Customers do not acquire any rights in Confidential Information except the limited rights as described above.

In no event are you permitted to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Confidential Information or Vapor Services, or use the Websites or Confidential Information to compete with the Vapor Services in whole or in part.

As used herein, “Confidential Information” shall mean all trade secrets and other information, materials, content, Vapor Services or other information which Vapor or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a password protected Website, including the Vapor Edge Portal, pursuant to software downloads or other delivery of Vapor Services, or reasonably identifiable as confidential based on the type of information and /or the manner of its disclosure. The availability of the functionality to download or export Confidential Information from a Website is not a waiver of confidentiality hereunder, and the downloaded or exported files of such information shall also be treated as Confidential Information hereunder.

Confidential Information shall exclude information that (i) is rightfully in your possession without confidentiality obligations prior to receipt from or disclosure by Vapor; (ii) is or becomes public knowledge other than through a breach of confidentiality; (iii) is or was rightfully disclosed to you without confidentiality obligations by a source other than Vapor or any party under their respective control; or (iv) is independently developed by you without use of or reference to the Confidential Information disclosed hereunder.

Trademarks

Vapor’s name, trademarks, logos and service marks displayed on the Websites are the property of Vapor and may not be used without the prior written consent of Vapor.  All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

User Submissions

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information (“Submissions”), you grant Vapor permission to use, reproduce, prepare derivative works of, perform, display and distribute the Submissions, including any ideas, concepts, know-how or techniques contained therein, for any and all purposes without limitation, and to authorize others to do so as well. You agree that Vapor will have no obligation to keep any Submissions confidential. You will not bring a claim against Vapor based on “moral rights” or the likes arising from Vapor’s use of a Submission. You understand and acknowledge that you are responsible for any Submissions you contribute, and you, not Vapor, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. You are prohibited from posting or transmitting to or from the Websites any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. Vapor is not responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Websites.

Disclaimer

Vapor assumes no responsibility for the accuracy or completeness of the information or other content on the WebsiteS. YOUR USE OF THE WEBSITES, ITS CONTENT AND ANY PRODUCTS, SERVICES OR DOWNLOADS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. VAPOR PROVIDES THE WEBSITES AND ANY SERVICES OFFERED THROUGH THE WEB SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. VAPOR DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES OR THE SERVICES OFFERED THROUGH THE WEBSITE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. VAPOR MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

Limitation on Liability

IN NO EVENT SHALL VAPOR OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to indemnify and hold Vapor and its employees, representatives, agents, affiliates, directors, officers, managers, shareholders and licensors (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Parties due to or arising out of your content or Submissions or your usage of the Websites or Vapor Services, your breach of these Terms, or your alleged violation of any other rights of a third party.  You shall also be responsible for all actions taken within the Websites by your administers, users and anyone using your User Information or account.  If you have to indemnify Vapor under this section, Vapor will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Vapor’s express written permission.

 

Third Party Sites

We may use third parties to provide certain services accessible through the Websites and the Websites may contain links to third party sites. Vapor provides these links merely as a convenience to you, and Vapor does not represent or endorse the accuracy or reliability of any (a) links to webpages of third parties contained on the Websites, or the content obtainable on such web-pages or (b) information provided by third parties on the Websites or such third party sites. We do not control those third parties or their services, and you agree that access to any third party sites is at your own risk and Vapor will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these Terms when you use such services. If any such terms or policies conflict with our Terms, agreements or policies, you must comply with our Terms, agreements or policies, as applicable.

Termination

Vapor may suspend or terminate the license granted to you to use, interact with, download and use the Websites and materials available from the Websites and deny you any current or future use at any time if it believes, in its sole and absolute discretion, that you have breached these Terms.  Vapor reserves the right to seek all remedies available by law and in equity for such violations. Vapor shall not be liable to you, your customers or end users or other third party for any termination or change to the Websites and/or Vapor Services unless provided otherwise in its respective Vapor Agreement. Upon termination, you will immediately destroy any Confidential Information in your possession or control and Vapor may use or delete any Submissions you have provided via the Website that are in Vapor’s possession, and Vapor will have no liability to you or any third party for doing so.

Geographic Restrictions

The Websites are controlled by Vapor from its offices within the United States of America. Vapor makes no representation that materials on the Websites are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of U.S. export laws and regulations. Not all products or programs mentioned will be available in your country. Please contact your local sales representative for information as to products and services available in your country.

Applicable Law and Dispute Resolution

All disputes arising out of, relating to or connected with these Terms or your use of the Websites will be exclusively resolved under confidential binding arbitration held in Travis County, Texas before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Texas law (without regard for conflicts of law principles). The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator’s award will be brought exclusively in a federal or state court located in Travis County, Texas. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Texas State courts in Travis County. By entering into these Terms, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with these Terms or your use of the Websites must be asserted individually. Notwithstanding anything to the contrary, either party may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

Changes

We reserve the right to add, delete and/or modify any of the Terms, at any time and in our sole discretion, by posting a new agreement on the Websites. You must check this page from time to time to take notice of any changes we make, as they are binding on you. Your continued use of the Websites following the posting of any revised Terms means that you accept and agree to the changes.

Vapor may make changes to the materials on the Website, or to the products or services described therein, at any time without notice. Although Vapor has attempted to provide accurate information on the Website, and may update the Website from time to time, its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Promotional Material and Forward-Looking Statements

Some of the information on the Websites may contain promotional material designed to explain Vapor Services or features thereof; they are not meant to constitute any guarantee or warranty of certain features and do not constitute a service level agreement.

Some of the information on this Website may contain projections or other forward-looking statements regarding future events or the future financial performance of Vapor. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. Vapor expressly assumes no obligation to update any such forward-looking statements.

Miscellaneous

These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law principles. These Terms will not be assignable or transferable by you without the prior written consent of Vapor. These Terms (including all of the policies and other agreements described in these Terms, which are hereby incorporated herein by reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Vapor are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect.

Notice and Feedback

All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Vapor IO, Inc., you must use the following addresses: 7300 RR 2222, Ladera Bend Building II, Suite 260, Austin, TX 78730; [email protected] If Vapor provides notice to you, Vapor will use the contact information provided by you to Vapor. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.

All other feedback, comments, requests for technical support and other communications relating to the Websites should be directed to: [email protected]. Thank you for visiting the Websites.

Last Revised December 6, 2018

All content on this website is copyright Vapor IO, Inc. All Rights Reserved.