This Membership Agreement sets forth the terms and conditions on which Virtual Drive, offers products and services to registered users (each a "Member") of the website http://virtualdrive.com.
PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY BEFORE REGISTERING TO BECOME A MEMBER. YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO BECOME A MEMBER.
As "Private Member Data", in a private area of the Site, which is accessible only to you and your guests, and which requires the use of a password (the "Member Private Area") or
As "Public Content", in the public area of the Site, which is accessible by all users of the Site, whether or not they are Members, and which does not require the use of a password (the "Community Area").
You agree not to post, send, transmit, upload, display, publish or distribute through any part of the Site, any Member Data that:
(a) Uses materials of others that are protected by copyright, trademark or trade secrets, patent or other intellectual property law without the express permission of the author or owner;
(b) Contains false or misleading statement of facts or description of the origin of the material or communications;
(c) Violates anyone's copyright, moral rights, author's rights, trade secrets, trademark rights, patent, or other intellectual property or other rights;
(d) Interferes with the privacy rights of any person, or impersonates any person;
(e) Contains a virus, may corrupt files or other content that may compromise or harm the Site or any user thereof;
(f) Constitutes a criminal offense, gives rise to civil liability, or violates any applicable laws or regulations, or encourages anyone to break the law; or advocates illegal activity; or
(g) Contains links to your Member Private Area (defined below) that does any of the above.
You are responsible for creating and maintaining copies of your Member Data, as back-ups, prior to posting or uploading any material, data, document, or other files or materials on the Site.
With respect to your Private Member Content, you grant Virtual Drive and its contractors the right to access, display, reproduce, modify, and transmit any portions of your Private Member Content in order to store, host and display it on the Site, to improve site operations, and comply with applicable laws.
You acknowledge and agree that certain technical processing or reformatting of your Member Content may be required to (a) perform indexing functions; (b) conform to connecting network technical requirements; (c) conform to the limitations of the Service or other similar requirements.
As between Virtual Drive and you: you will own your Member Content, whether private or public; you can delete, stop public or private sharing of your contents at any time; Virtual Drive owns all right, title and interest (including all intellectual property rights) in and to the Site, the Service, the technology, information, documents, files, web pages and other product developed in connection with the Site or available on the Site.
You agree not to translate, reverse engineer, reverse compile, disassemble or create derivative works from software programming contained in the Site or the Service.
You are solely responsible for the Member Content that you provide to Virtual Drive for hosting, display or access on the Site, on the Community Area and/or on your Private Member Area. This includes, without limitation, responsibility for the nature, content, subject matter, views that you express, display or publish in your Member Content.
You agree not to use the Service for illegal purposes. Your use of the Site, the Service, and the products, services, information available on the Site, is subject to all applicable local, state, national and foreign laws and regulations, and international treaties, including, without limitation, U.S. laws regarding the transmission of technical data exported from the United States.
You represent and warrant that (a) you have the right to enter into this Membership Agreement without any other approvals; (b) you have the right to use, upload, publish, display the Member Content linked to your user ID; (c) you have the right to grant the licenses granted herein; and (d) the use by Virtual Drive of the rights that you grant Virtual Drive in this Membership Agreement will not violate the rights of any third parties, including without limitation your employer and your clients.
(i) Contains or displays any expression of bigotry, racism, or hatred, or is ethnically
offensive, objectionable or inappropriate;
(ii) Is or might be perceived by Virtual Drive or Virtual Drive members or users, as defamatory, libelous, disparaging, obscene, pornographic, profane, threatening, abusive, deceptive, offensive, vulgar, ethnically offensive, objectionable or inappropriate, including nudity, adult content, illegal content, content of a sexual nature, and unacceptable language;
(iii) Is inconsistent with the values or the spirit of the Virtual Drive Community, as determined by Virtual Drive in its sole discretion;
(iv) Interferes with anyone else's use of this Site
(v) Contains links to your Member Private Area that promotes or does any of the above.
Virtual Drive makes no representation or warranty of any kind
(a) that the Site or Service will meet your requirements;
(b) that defects in the software for the Service will be corrected;
(c) that the Service will be timely, secure, error free, uninterrupted;
(d) that the Service or any content, product, services or information on the Site are accurate, correct, reliable or complete;
(e) that Member Content or any material, data, text, images, video, music, sound, audio file, content or materials posted, displayed or stored on or through the Site will not be altered, deleted or damaged, or will be available for access, upload or download at all times or indefinitely;
(f) as to the result that may be obtained from the use of the Service;
(g) that the Site or the Service is free of viruses or other components that may infect, harm, or cause damage to computer equipment, data, software, or any other property when you access, browse, download from, upload to, or otherwise use the Service, the Site or any product or content on the Site
Virtual Drive expressly disclaims all warranties of any kind, whether express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose or non-infringement of any products, content, information or service published on, or available through the Site or the Service.
Some jurisdiction to not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
(a) the quality, reliability, accuracy, completeness, of the Service;
(b) any modification, alteration, publication, display, failure to store, failure to index, loss, deletion, alteration, loss of access, or damages of or to your Member Content, computer equipment, software, data, or any text, image, video, music, sound, audio or other material that result from your use of the Site or the Service;
(c) any harm, errors, omissions, cost, losses, or damages arising from the use of, or inability to use (whether because of interruption, suspension, termination or otherwise) of the Site, the Service, Member Content or any content, products, services or information provided on the Site
(d) any failures, delays, misdeliveries, or interruptions in the Service or any content, products, services or information on the Site;
(e) any harm resulting from downloading or accessing any Member Content, or any other content, products, services or information provided on the Site;
(f) any unauthorized access to or alteration of Member Content or any breach of security related to any server used by the Site or the Service; or
(g) the cost of procurement of any substitute goods or services.
Some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, and therefore, the above limitation may not apply to you. Some Members may have additional rights.
If, despite the above limitations, Virtual Drive were found responsible to a Member for any reason whatsoever, this liability shall not exceed one hundred dollars ($100).
You may download or use individual files that are available in the Public Area of the Site only for personal non-commercial use. You may not copy, reproduce, retransmit, distribute, publish, commercially exploit, or otherwise transfer any part of the Site Content in any format, electronic or otherwise.
You may not place any material protected by copyright anywhere on the Site without the express permission of the author or owner of the copyright in that material.
Virtual Drive will promptly take down or block access to infringing or allegedly infringing material on its servers if Virtual Drive becomes aware that such material infringes the copyright rights of a third party, whether Virtual Drive identifies such infringement in the course of its ordinary and reasonable business activities, or through notification by a third party. Virtual Drive will promptly contact the Member responsible for the Member Content, and alert him or her of the allegations of infringement, and of Virtual Drive's take down or blocking of the allegedly infringing material. If the Member believes that the removal or blocking of his or her material was a result of a mistake or a misidentification of the material, the Member shall provide Virtual Drive a counter-notification establishing the Member's rights to display the material in question, as well as any other information Virtual Drive shall request. Upon receipt, Virtual Drive will promptly forward the counter-notification to the party that claims to be the copyright owner. If that party then does not file suit to enjoin the alleged infringement, Virtual Drive will re-post or unblock the material within 14 days after receiving the counter notification.
If you believe that your work has been copied in a way that constitutes copyright infringement, and appears on the Site, please provide Virtual Drive the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number and email address;
5. a statement by you that you have a good faith belief that the disputed use is no authorized by the copyright owner, its agent or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner
Virtual Drive reserves the right, in its sole discretion, to terminate all or a portion of the Service at any time and for any reason.
Virtual Drive reserves the right, in its sole discretion, to terminate your Membership in the Site, or to remove your Member Content (including unlisted, password protected and unassigned Member Content) or to edit, delete or remove any postings from the Site without prior notice for any cause or no cause in its sole discretion
Any termination under any provision of this Membership Agreement may be effected without prior notice, and Virtual Drive may immediately delete and discard all of your Member Content, and/or bar any further access to such files on the Site or through the Service. Upon any termination of your Membership, or of this Membership Agreement, your right to use the Service will immediately cease. Virtual Drive will have no obligation thereafter to host or provide access to your Member Content, or to forward any materials stored through the Service or any unread or unsent messages. Virtual Drive may retain certain materials for administrative and other reasons.
If you have any question about the Service or this Membership Agreement, please feel free to contact us at firstname.lastname@example.org
If a court of competent jurisdiction holds that any provision of this Membership Agreement is illegal, unenforceable, or contrary to law, such provision shall be construed, as nearly as possible to reflect the original intent of this Membership Agreement, with the other provisions remaining in full force and effect
Any failure by Virtual Drive to exercise or enforce any right or provision of this Membership Agreement shall not constitute a waiver of such rights or provision unless Virtual Drive acknowledges and agrees to it in writing.
Virtual Drive may assign this Membership Agreement to any third party at its sole discretion. You shall not assign or sublicense the rights granted under this Membership Agreement without the prior written authorization of Virtual Drive.
You and Virtual Drive agree that any cause of action arising out of, or related to the Service or the Site must commence within one (1) year after the cause of action arose, otherwise, such cause of action is permanently barred.