ValueVision Terms of Service

1. Introduction

These Terms of Service (the "Terms of Service") are entered into between Value Vision, Inc. ("Value Vision"), and you.  You have been granted access to certain Value Vision hosted services (the "Service") by a customer of Value Vision (the "Customer").  These Terms of Service and the applicable agreement between Value Vision and the Customer govern your access to the Service.

YOU MUST CAREFULLY READ AND ACCEPT THESE TERMS OF SERVICE BEFORE YOU MAY ACCESS OR USE THE SERVICE. IF YOU AGREE, CLICK THE "ACCEPT" BUTTON AT THE END OF THESE TOS, WHICH SHALL INDICATE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. WHEN YOU CLICK ON PLATFORM TO AGREE TO THESE TERMS OF SERVICE, IT IS THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND IS EQUALLY BINDING. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK ACCEPT AND DO NOT ACCESS OR USE THE SYNERGYFLOW CLIENT PLATFORM.

You further agree to be bound by Value Vision's Privacy Policy for the SynergyFlow Client Platform located at https://portal.valuevision.com (the "Privacy Policy"), which is incorporated herein by reference.

We reserve the right to modify or amend the terms of our Terms of Service from time to time, in our sole discretion, without notice, however, we may post an announcement to the SynergyFlow Client Platform if we make material changes to these Terms of Service. Your use of the Service after we make any changes constitutes your acknowledgment and acceptance of the changes. Please review this entire Terms of Service regularly. If you do not agree to follow and be bound by the Terms of Service, you may not access or use the SynergyFlow Client Platform in any way. Please direct any questions to Value Vision at info@valuevision.com.

2. Your License to Us

You hereby grant to Value Vision a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully sub-licensable right to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain, import, modify, adapt, publish and translate all User Materials for the purposes of providing and operating the SynergyFlow Client Platform and/or Service.  The license rights granted to Value Vision herein may also be exercised on behalf of Value Vision by third parties acting on Value Vision's behalf (e.g., technology partners, service providers and independent contractors).

3. Restricted Content & Activities

You agree that you will not use the SynergyFlow Client Platform to post or upload any of the following:
* Offensive language, such as profanities and expletives; sexually explicit or pornographic material; hate speech; defamatory, abusive, threatening or harassing speech; or racial, religious or personal attacks of any kind
* Material which infringes upon the copyright, trademark, patent, trade secret or other proprietary rights or rights of publicity or privacy of third parties
* Promotion of any activity that may be found illegal at the local, state or federal level (including, but not limited to, laws governing export control, consumer protection, unfair competition, antidiscrimination or false advertising), or any content that is itself illegal in any way, such as fraudulent materials or materials involving the sale of counterfeit or stolen items.  Furthermore, you may not list any item on the SynergyFlow Client Platform (or consummate any transaction that was initiated using our Services) that, by paying to us a fee could cause us to violate any applicable law, statute, ordinance or regulation.
* Direct links to or descriptions of goods and services that are prohibited under these Terms of Service
* Commercial content of any kind, including without limitation graphic and text advertisements, chain letters, spam offers, surveys, contests, or any clear promotion of commercial interests beyond appropriate discussion of SynergyFlow Client Platform content
* Content that is untrue, inaccurate, deliberately misleading, or trade libelous
* Malicious or intentionally harmful executable programming of any kind, such as viruses, worms, Trojan horses, spyware, or time bombs.
* Encrypted content or content that can be demonstrated to contain encoded messages
* Identifiable impersonations of another individual, by false representations in the text, by creating a misleading screen name that misrepresents the poster's identity in an identifiable fashion, or by using another individual's account to post, with or without that individual's knowledge
* Content that creates liability for us or causes us to lose (in whole or in part) the services of our ISPs or other partners or suppliers

You further understand and agree that sending unsolicited email advertisements to any user of the SynergyFlow Client Platform is expressly prohibited by these Terms of Service.  Any such unauthorized use of our computer SynergyFlow Client Platforms is a violation of these Terms of Service and applicable "anti-spam" laws.  Such violations may subject the sender and his or her agents to civil and criminal penalties.

4. Right to Remove Content or Block Access

Value Vision may, at its discretion but without any obligation, remove content that does not meet the acceptable use guidelines in this Agreement or is otherwise inappropriate, according to its sole interpretation.  Value Vision may also remove all other content by such user, disable a user's account, and otherwise prevent that user from using our services.  We may also block your access to our SynergyFlow Client Platform in the event that (a) you or the Customer violate these Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, Value Vision or any third party.

5. Account Security

You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under such account. You agree to immediately notify us of any unauthorized use of such accounts or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and SynergyFlow Client Platform. We have the right to provide user billing, account, content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business).  Please note that anyone able to provide your personally identifiable information will be able access your account so you should take reasonable steps to protect this information.

6. Data Backup

Value Vision disclaims any and all responsibility for any loss of data, mockups, or interfaces from the SynergyFlow Platform and/or Services.  Value Vision is not responsible for the backup of any Client Materials or data.  You acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage.  You are solely responsible for independent backup of data generated or stored through the use of the SynergyFlow Platform and/or Services.  To the extent within your control, you are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.  In the event of termination or expiration of these Terms of Service or disconnection of the SynergyFlow Platform and/or Services, Value Vision may delete or store, in its discretion, any files, programs, data or messages associated with your account.

7. Information Control

Neither third party Distributed Content nor User Submitted Materials ("Non-Value Vision Content) represent the views of Value Vision or any individual associated with Value Vision, and we do not control this content.  In no event shall you represent or suggest, directly or indirectly, Value Vision's endorsement of Non-Value Vision Content.  Value Vision does not vouch for the accuracy or credibility of any Non-Value Vision Content on our SynergyFlow Client Platform or provided in connection with the Services, and does not take any responsibility or assume any liability for any actions you may take as a result of reading Non-Value Vision Content.  Through your use of the SynergyFlow Client Platform and Services, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive.  There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals.  By using our SynergyFlow Client Platform and/or Services, you and the Customer assume all associated risks.

8. Links to Third Parties

This SynergyFlow Client Platform may contain hyperlinks to other websites controlled by third parties.  These links are provided solely as a convenience to you and do not imply endorsement by Value Vision of, or any affiliation with, or endorsement by, the owner of the linked website.  Value Vision is not responsible for the contents or use of any linked website, or any consequence of making the link.

9. Copyright and Ownership

All of the content featured or displayed on the SynergyFlow Client Platform or within the Services, including without limitation Questions, Procedures, References, Resources and Models and Narrative Content, Industry Types and Project Types  ("Content"), is owned by Value Vision, its licensors and/or its Content providers; provided that: (1) if you are an External User, you or your company may have an agreement with an Internal User that may govern ownership of content; , and (2) if you are an Internal User, you or your company shall own any User Submitted Materials submitted by you. Value Vision claims no ownership of content submitted by External Users to Internal Users.  All elements of the SynergyFlow Client Platform, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights.  The Services and the SynergyFlow Client Platform may only be used for the intended purpose for which such SynergyFlow Client Platform and Services are being made available.  You may not modify any of the materials, and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the SynergyFlow Client Platform or provided in connection with the Services.  Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the SynergyFlow Client Platform or in connection with the Services.  For purposes of these Terms of Service, the use of any such material on any other website or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the SynergyFlow Client Platform and Services.  The SynergyFlow Client Platform, its Content and all related rights shall remain the exclusive property of Value Vision or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the SynergyFlow Client Platform or provided in connection with the Services.

In the event you download software from the SynergyFlow Client Platform, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "software") are licensed to the Customer by Value Vision or its licensors.  Value Vision does not transfer title to the software to you or the Customer. Value Vision (or its licensors) retains full and complete title to the software, and all intellectual property rights therein. Neither you nor the Customer may redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-readable form.

10. Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the SynergyFlow Client Platform for any purpose without our express written permission. Additionally, you agree not to: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) interfere or attempt to interfere with the proper working of the site or any activities conducted on the SynergyFlow Client Platform; or (c) bypass any measures we may use to prevent or restrict access to the SynergyFlow Client Platform.

11. Term and Termination

Your access to the Service will continue until such time as Customer withdraws such access, or Customer's subscription to access the Service expires.  Value Vision may also revoke or suspend your access for any reason in Value Vision's sole discretion, including, for instance, in response to misuse of the Service, denial of service attack, violation of these terms or Value Vision's published guidelines for use of the Service.  Upon expiration or termination for any reason, you shall discontinue all use of the Service, and return any and all software and documentation provided to you by Value Vision within 30 days.

12. Feedback

Value Vision shall have a royalty-free, worldwide, perpetual license to use or incorporate into the SynergyFlow Client Platform and/or Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by relating to the operation of the SynergyFlow Client Platform and/or Services.

13. Release

In the event that you have a dispute with one or more other users of the SynergyFlow Client Platform and/or Services, you release Value Vision (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

14. No Warranty

Your use of and browsing of this SynergyFlow Client Platform and/or Services are at your and their own risk.  WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SYNERGYFLOW CLIENT PLATFORM, EVERYTHING ON THE SYNERGYFLOW CLIENT PLATFORM AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION CONTAINED ON THIS SYNERGYFLOW CLIENT PLATFORM AND/OR PROVIDED IN CONNECTION WITH THE SERVICES, AND SPECIFICALLY DISCLAIM ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION CONTAINED ON THIS SYNERGYFLOW CLIENT PLATFORM AND/OR PROVIDED IN CONNECTION WITH THE SERVICES FOR ANY PURPOSE.  VALUE VISION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYNERGYFLOW CLIENT PLATFORM OR THE SERVERS THAT MAKES SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

15. Limitation on Liability

Value Vision assumes no liability in the event that legal action is taken against you by a third party as a result of content you (or if applicable) your External Users publish on our SynergyFlow Client Platform, whether for copyright infringement or any other illegal activity related to such content.  You represent and warrant that you and/or the Customer own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Value Vision and its affiliates for all claims resulting from content you supply.  IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SYNERGYFLOW CLIENT PLATFORM, ANY CONTENT THEREON, OUR SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR YOUR USE THEREOF, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF VALUE VISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AND CUSTOMER'S EXCLUSIVE REMEDY AND VALUE VISION, ITS SUPPLIERS' AND LICENSORS' TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE GREATER OF THE AGGREGATE AMOUNTS PAID BY CUSTOMER AND RECEIVED BY VALUE VISION HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR FIFTY US DOLLARS ($50).  THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.  YOU HEREBY RELEASE VALUE VISION, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

16. Indemnity

You agree to defend, indemnify and hold Value Vision and any affiliated Value Vision or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys' fees, (a) related to any violation of these terms by you, or (b) in connection with the use of the SynergyFlow Client Platform or the Internet or the placement or transmission of any message or information on this SynergyFlow Client Platform by you, or (c) your violation of any law or the rights of a third party.

17. Force Majeure

Neither Value Vision nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

18. General

These Terms of Service shall be governed in all respects by the laws of the State of Washington as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. We do not guarantee continuous, uninterrupted or secure access to our SynergyFlow Client Platform or Services, and operation of the SynergyFlow Client Platform may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service are held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by Value Vision in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you, Customer or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof.  All provisions of these Terms of Service which by their nature should survive termination shall survive termination; including, but not limited to, intellectual property rights, limitation of liability, disclaimer of warranty and indemnification.

19. Copyright Infringement

Value Vision respects the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us at the address below and provide 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, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (3) your address, telephone number, and email address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) 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 the copyright owner's behalf.

If you believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your user content, you may send a counter-notice containing the following information to the copyright agent: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the Western District of Washington and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Our designated agent for notice of copyright infringement can be reached at: Value Vision, Inc., Attention: Copyright Notice, 33530 1st Way S, Suite 102, Federal Way, WA 98003 , copyright@valuevision.com.

20. Copyright Notice

All text, images, animation, videos, music, sounds, SynergyFlow Client Platform design, graphics, text selections, arrangements, and all software are Copyright ValueVision (c) 2015.