1. Terms of Use
These Terms of Use (the “Terms”) govern your access and use of the VW Funding 360 Portal (the “VW Portal”), a proprietary website and subscription-based online tool developed and maintained by Gladstein, Neandross & Associates (“GNA”) in order to provide aggregated summary information and intelligence gained by GNA from the Beneficiary Mitigation Plans and others sources. These Terms govern your personal, lawful, non-exclusive, and non-commercial use of the information, tools, features, and functionality provided in the VW Portal and constitute an agreement concerning your legal rights and obligations with respect to the VW Portal and other information and data provided by or on behalf of GNA in connection with the VW Portal. Please read these Terms carefully before subscribing to access the VW Portal or using this website.
2. Purpose
GNA collects, aggregates, reviews, and publishes data related to the Beneficiary Mitigation Plans through a variety of proprietary methodologies and has created the VW Portal which make this data available to individuals, companies and other subscribers (each, a “Subscriber”). Subscriber desires to access and use the VW Portal and GNA desires to grant rights of access and use to Subscriber, on the terms and subject to the conditions set forth herein. This Agreement applies to all services provided by GNA to Subscriber.
3. Changes to the Terms of Use
GNA may revise and update these Terms from time to time at GNA’s sole discretion. All changes are effective immediately when GNA posts them and apply thereafter to all access to and use of the VW Portal. Subscriber’s continued use of the VW Portal following the posting of revised Terms means that Subscriber accepts and agrees to the changes. It is Subscriber’s responsibility to refer to and comply with the Terms each time that Subscriber accesses the VW Portal website.
4. Scope of, Changes to, and Access to the VW Portal
GNA may withdraw or amend the VW Portal, and any material provided within the VW Portal website, at GNA’s sole discretion without notice. GNA may update the content on the VW Portal from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the VW Portal may be out of date at any given time, and GNA is under no obligation to update such material.If all or any part of the VW Portal is unavailable at any time or for any period, then GNA will not be liable. From time to time, GNA may restrict access to some parts of the VW Portal, or the entire VW Portal, to select persons, countries, or geographic regions.Subscriber is responsible to ensure that Subscriber’s computer system meets all relevant technical specifications necessary to use the VW Portal website and that all persons who access the VW Portal website through Subscriber’s internet connection are aware of the Terms and comply with them.
5. Intellectual Property Rights
The VW Portal, the website where the VW Portal is hosted, and the entire contents, features and functionality of the VW Portal (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) is owned by GNA and all material is protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
6. Trademarks
The VW Portal name and all related names, logos, product and service names, designs, and slogans are trademarks of GNA. Subscriber shall not display or use such marks without GNA’s prior written permission. All other names, logos, product and service names, designs, and slogans presented within the VW Portal are the trademarks of their respective owners. Subscriber should infer no affiliation, sponsorship, recommendation, or endorsement from the use of third party marks on the VW Portal because such marks are used solely to designate certain products or services as belonging to their owners.
7. Access, Use, Limitations on Use, Prohibited Uses
The VW Portal and the information contained within the VW Portal is solely for the use of each Subscriber, within Subscriber’s organization. GNA is not providing the Subscriber, nor Subscriber’s organization interest in, nor the right, tittle, or license to the VW Portal or any material or information contained within the VW Portal.Subscriber may download and print a reasonable number of copies of reports included in the VW Portal for their personal, lawful, non-exclusive, and non-commercial use, provided that the Subscriber has properly gained access and that the Subscriber maintains all copyright or other proprietary notices on all such copies.Subscriber may not access or use any part of, or any material made available through, the VW Portal for any commercial purpose or by means other than through the interface that is provided by us to access and use the VW Portal. Except for the limited permissions granted, Subscriber acknowledges that Subscriber must enter into a separate, written agreement with GNA in order to license or use any such material or other intellectual property of GNA’s.
While access to and dissemination of this information may be shared amongst Subscriber’s organization, GNA expressly forbids distribution of this information outside of subscriber’s organization without GNA’s written consent. Subscriber is not permitted to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, screen capture, download, store, or transmit any of the material available within the VW Portal, except as follows:
- Subscriber’s computer temporarily may store copies of such material in RAM incidental to Subscriber accessing and viewing the material.
- Subscriber may store files that are automatically cached by Subscriber’s web browser for display enhancement purposes.
Subscriber shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, publish or otherwise commercially exploit or make available to any third party the VW portal in any way; (ii) access or use the VW portal in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the VW portal, or (c) copy any ideas, features, functions or graphics of the VW portal; (iii) create, generate or compile the data records of the VW Portal, or any portion thereof, (iv) attempt to gain unauthorized access to the VW Portal or their related systems or networks; (vi) access the VW Portal for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; (vi) interfere with or disrupt the integrity or performance of the VW Portal or the data contained therein; or (viii) aid or permit others to do any of the foregoing.
Except as otherwise permitted by the Terms, Subscriber will not use the VW Portal:
- In any way that violates any applicable local, state, federal, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
- To engage in any conduct that, as determined by us, may harm us or other VW Portal Subscribers or expose GNA or other Subscribers to liability.
- In any manner that could disable, overburden, damage, or impair the VW Portal website or interfere with, restrict, or inhibit any other party’s or Subscriber’s use or enjoyment of the VW Portal website.
Additionally, Subscriber will not:
- Use any robot, spider, or other automatic device, process, or means to access the VW Portal website for any purpose, including monitoring or copying any of the material on the VW Portal website.
- Use any manual process to monitor or copy any of the material on the VW Portal website or for any other unauthorized purpose without GNA’s prior written consent.
- Use any device, software, or routine that interferes with the proper working of the VW Portal website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the VW Portal website, the server on which the VW Portal website is stored, or any server, computer, or database connected to the VW Portal website.
- Attack the VW Portal website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the VW Portal website.
8. Links from and to the VW Portal Website
The links to other websites and resources provided by third parties are provided on the VW Portal website for the Subscriber’s convenience only. GNA is not responsible for the availability of such other websites or resources, and GNA has no control over and do not endorse them. GNA accepts no responsibility for any content, advertising, products, or other material on or available from such other websites or resources or for any loss or damage that may arise from Subscriber’s use of them. If the Subscriber decide to access any third-party website linked to the Website, the Subscriber does so entirely at Subscriber’s own risk and subject to the terms and conditions of use for such other website.Subscriber may not frame, link, or deep-link the VW Portal website to any other website without GNA’s prior written consent. If Subscriber desires to frame or to set up a link or deep-link to the VW Portal website, then please contact info@gladstein.org. Even if GNA grants such consent, GNA reserves the right, in GNA’s sole discretion, to require that Subscriber remove from Subscriber’s website any link to the VW Portal website, and Subscriber agrees to immediately remove such a link upon receipt of GNA’s request.
9. Information Integrity
As is the case with any large database, especially one that tracks and reports on information which is consistently being updated by other third parties, some errors are inevitable. GNA therefore makes no representation as to the accuracy of the information being presented within the VW Portal website. GNA has not undertaken independent research to confirm the accuracy of the information being presented to Subscribers. GNA is not responsible for conclusions drawn or decisions made by Subscribers based upon the information presented within the VW Portal. In no event will GNA be liable for any be responsible for any errors or omissions within the VW Portal. And in no event will GNA be liable for damages, direct, indirect, incidental or consequential resulting from the use of the information contained in the VW Portal.
10. Proprietary Rights
Subscriber acknowledges and agrees that GNA shall retain sole and exclusive ownership rights in and to all VW Portal and any patents, copyrights, trademarks, service marks, trade secrets, proprietary rights, and/or any other intellectual property, incorporated into the VW Portal or owned or used by GNA in connection with the VW Portal. These Terms do not grant any express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, URL, domain, invention or other intellectual property right of GNA or its affiliates, other than the express access and limited use rights granted herein. Subscriber shall not remove, suppress or modify in any way the proprietary markings, including any trademark, service mark, word mark or copyright notice, used in relation to VW Portal.
11. Feedback
Subscriber may voluntarily elect to provide suggestions, improvements, and other feedback to GNA with respect to the VW Portal (“Feedback”). Feedback can be submitted to info@gladstein.org. Feedback, even if designated as confidential by Subscriber, shall not, absent a separate written agreement, create any confidentiality obligation for GNA. GNA shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
12. Security of Passwords
Subscriber is responsible for protecting the confidentiality of the passwords and user IDs associated with its access to the VW Portal and for restricting access to computers or mobile devices while logged into access to the VW Portal.
13. Compliance with Law
Subscriber understands and agrees that it shall have sole responsibility for compliance with all laws and regulations applicable to its access to and use of the VW Portal.
14. Disclaimer of Warranties
GNA provides the VW portal and any other information and data provided by or on behalf of GNA “as is,” with all faults. To the maximum extent permitted by law, GNA disclaims all warranties, including any implied or statutory warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, quiet enjoyment or performance. GNA makes no warranty that the VW portal or any other information and data provided by or on behalf of GNA will be free from defects, that they will meet subscriber’s needs, or that any platform on which the VW portal are provided will be uninterrupted or error free. The entire risk as to satisfactory quality, performance, accuracy and effort of the VW portal shall be with subscriber.
15. Indemnification
To the maximum amount permitted by applicable law(s), Subscriber will indemnify, defend and hold harmless GNA, its parent(s), affiliates, and subsidiaries, and each of their respective members, managers, partners, shareholders, directors, officers, employees and/or agents from and against any and all claims, demands, damages, injuries, liabilities, losses, awards, judgments and/or costs and expenses of any kind, including without limitation reasonable attorneys’ fees and court costs, arising out of, resulting from, or in connection with (i) the breach or other violation by Subscriber and/or its employees, consultants, representatives, and/or agents of these Terms; (ii) the use of the VW Portal; and/or (iii) any violation of any applicable Federal, state and/or local laws, codes, regulations, rules, and/or requirements.
16. Limitation of Liability
The cumulative liability of GNA to subscriber (or any person or entity claiming rights derived from the rights of subscriber) for any actual or alleged damages arising out of, based on or relating to these terms, whether arising out of, based on or relating to breach of contract, tort (including negligence), warranty or any other legal theory, shall be limited to the subscriber’s direct damages and shall not to exceed the cumulative fees actually received by GNA from subscriber pursuant to this agreement in the three (3) month period preceding GNA’s receipt of subscriber’s written notice of the claim. Subscriber acknowledges and agrees that the result of these limitations on liability and the exclusion of certain damages may prevent subscriber from recovering losses or damages in connection with otherwise valid claims, and that the same represents a fair allocation of risk hereunder and is a material inducement to GNA entering into this agreement.
17. Breach by Subscriber
Subscriber acknowledges that a breach by Subscriber of the provisions of the “Access, Use, Limitations on Use, Prohibited Use” or “Proprietary Rights” clauses of these Terms will cause GNA irreparable damage for which GNA may not be reasonably or adequately compensated in damages. Principal shall therefore be entitled, in addition to all other remedies available to it including, but not limited to attorneys’ fees and costs, termination of the license, injunctive and/or other equitable relief to prevent a further breach of these Terms, or any part of it, and to secure its enforcement. Further, GNA shall be entitled to one-hundred thousand dollars ($100,000.00) as liquidated damages, and not as penalty, for the breach of these Terms.
18. Termination
The license for use of the VW Portal is effective until expiration or earlier termination. The license will automatically terminate if Subscriber fails to comply with any of the terms and conditions of these Terms. In such event, no notice shall be required by GNA to affect such termination.
19. Subscription Cancellation
Subscriber may elect to cancel any time after an initial 90-day term. To cancel, subscriber needs to provide written notice to GNA via email to info@gladstein.org. Subscriber will provide requisite payments to GNA if still within the first 90-day term. Otherwise, cancellation will occur within 72 hours. Upon completion of the cancellation term, the Agreement shall be null and void and of no further force and effect, and no party shall have any rights against any other party hereunder. Should Subscriber choose to resume the Agreement at any time during the 90-day cancellation term, the Agreement shall resume with force and effect.
20. Governing Law; Resolution of Disputes
These Terms and any dispute or claim arising out of or in connection with these Terms or their subject matter (including non-contractual disputes or claims) are subject to the laws of the State of California and to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles, California, USA.
21. Entire Agreement
These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto.
Last Modified: February 28, 2018
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