Effective Date: August 7, 2015
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND VAPELABS LLC AND ALL AFFILIATED COMPANY’S (“WE,” “US,” OR “OUR”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT (“AGREEMENT”) CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE (THE “WEBSITE”). WE ARE WILLING TO LICENSE THE USE OF THE WEBSITE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISPUTE RESOLUTION CLAUSE.
Please read our Privacy Policy, which is incorporated herein by reference. By using or accessing this Website, you hereby agree to this Agreement. If you do not agree to them, please do not use the Website. We may revise this Agreement at any time by updating this page. By using the Website, you agree to be bound by any such changes.
1. License Grant
This Agreement provides you with a limited, non-exclusive, non-transferable, and non-sublicenseable license to use the Website solely for your personal use.
2. License Restrictions
The foregoing license is limited. You therefore may not (a) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this Agreement; (b) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (c) access, link to, or use any source code from the Website (or any part thereof); or (d) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof). In addition, you acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein.
3. Use of the Website
Subject to our right to monitor or audit compliance, you acknowledge and agree that it is solely your responsibility to maintain your compliance with the terms and conditions of this Agreement. By accessing or using the Website, you also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the Website. We maintain the Website for your non-commercial personal use. Your use of the Website for any other purpose is permissible only with our prior written consent. Without limiting the foregoing, you agree not to: (a) use the Website in a commercial manner, including by distributing, transmitting or publishing the Website or any of its content; (b) interfere with others’ use of the Website; (c) impersonate another person while using the Website, including, but not limited to, an official or representative of Vapelabs LLC; (d) impair the Website’s operation or interfere with or disrupt the servers or networks connected to it; (e) interfere with our intellectual property rights; (f) frame or otherwise co-brand the Website or any of its content; (g) deep-link to any portion of the Website; (h) upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (i) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (j) upload, post, e-mail or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or network; (k) conduct yourself in an inappropriate, offensive, indecent, or vulgar manner while using the Website; (l) upload, post, e-mail, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); or (m) use the Website for any illegal purpose. We reserve the right in our sole discretion to terminate or restrict your use of the Website, without notice, for any or no reason, and without liability to you or any third party. In such event, we may inform your Internet service provider of your activities and take appropriate legal action. You further represent that Vapelabs LLC has the right to rely upon all information provided to it by you, and Vapelabs LLC may contact you by e-mail, telephone or postal mail for any purpose.
4. Electronic Communications
By using the Website, you consent to receiving electronic communications and notices from us. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
5. Proprietary Rights
The contents of the Website, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, presentations in any format, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website (collectively, “Material”) unless otherwise indicated, are owned, controlled, and licensed by Vapelabs LLC or its licensors. Any rights granted hereby are expressly licensed. We do not grant any implied right to you or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to you or anyone else. Accordingly, your unauthorized use of the Website (including any Material) may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. The Website and Material is Copyright ©2015 Vapelabs LLC, all affiliated companies and/or its licensors. You must not alter, delete or conceal any copyright or other notices contained on the Website or Material, including notices on any audio/visual material you access, download, transmit, display, print or reproduce from the Website. You shall not, nor will you allow any third party (whether or not for your benefit), to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of Vapelabs LLC or its owner if Vapelabs LLC is not the owner. Vapelabs LLC and all other names, logos, and icons identifying us and products and services, if any, are proprietary trademarks of Vapelabs LLC (or our affiliates), and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of Vapelabs LLC is strictly prohibited. Other product and company names mentioned herein or on the Website may be the trademarks and/or service marks of their respective owners, who may or may not be affiliated with or sponsor or endorse us (and who may or may not be endorsed by us). You may print a copy of the Material on your computer only for your own personal, non-commercial home use, provided that you do not remove any copyright, trademark or other proprietary notices from the Material. Any other use of the Material is strictly prohibited. The Website may also contain content that is owned by third parties. You may use such third party content only as expressly authorized by the applicable owner.
6. Representations and Warranties
You represent and warrant to Vapelabs LLC that (a) you are at least the legal age of majority; (b) you are authorized to enter into this Agreement; (c) you will access and view the Website and the Materials for your personal, non-commercial use only; (d) you will not use the Website or the Materials for any purpose or in any manner that violates any law or regulation or that infringes the rights of Vapelabs LLC or any third party; (e) any information or data provided to us by you will not violate any law or regulation or infringe the rights of Vapelabs LLC or any third party; (f) all information that you provide to us in connection with the Website (e.g., name, e-mail address, and/or other information) is true and accurate; and (g) you are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein.
While we use reasonable efforts to include accurate and up-to-date information in the Website, we no warranties or representations as to its accuracy. We assume no liability or responsibility for any errors or omissions in the content of the Website. Your access and use of the Website are at your own risk. Without limiting the foregoing, everything on the Website is provided to you “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
7. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL VAPELABS LLC, ITS RELATED COMPANIES, AND EACH SUCH COMPANY’S DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS RESULTING FROM A CAUSE BEYOND VAPELABS LLC’S CONTROL, INCLUDING, BUT NOT LIMITED TO, OFFERS OR PROMOTIONS MADE AVAILABLE ON THE WEBSITE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, ACTS OF GOD, STRIKES OR OTHER LABOR PROBLEMS, WARS, GOVERNMENTAL RESTRICTIONS, OR ANY CLAIM, DAMAGE, OR LOSS ARISING OUT OF TRANSACTIONS OR INTERACTIONS BETWEEN YOU, THIRD PARTY MERCHANTS OR ANYONE ELSE. YOU SPECIFICALLY ACKNOWLEDGE THAT VAPELABS LLC SHALL NOT BE LIABLE FOR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL VAPELABS LLC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, OR FOR ANY INFORMATION OR MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF VAPELABS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF VAPELABS LLC FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE, RESULTS FROM USE OF THE WEBSITE, OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED $500.00 USD. THIS LIABILITY, IF ANY, SHALL BE COMPLETE AND EXCLUSIVE.
8. FDA Disclaimer
ANY STATEMENTS MADE ON THIS WEBSITE HAVE NOT BEEN EVALUATED BY THE FDA AND ARE NOT INTENDED TO DIAGNOSE, TREAT OR CURE ANY DISEASE. Such statements and information on this Website are not intended to be a substitute for informed medical advice or care. Always consult with a physician prior to using any of the products referred to on this Website. The products referred to on this Website are not intended for use by persons under 18 years of age.
9. Links to Third Party Websites
The Website may include links to third party websites. We have not reviewed all of the websites linked to this Website and are not responsible for the content of any off-site pages or any other websites linked to the Website. We do not take any responsibility for any information, claims, content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party websites.
10. Indemnity
You agree to indemnify and hold us, our related companies and each of our and their respective directors, officers, employees, agents, affiliates, third party information providers, licensors, contractors and others involved in the delivery of products, services or information through the Website (collectively, “Indemnified Parties”), arising from, in connection with, or relating to, any breach of this Agreement by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees and litigation expenses the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed through the Website.
11. Governing Law
This agreement and its performance shall be governed by the laws of the state of New York, United States of America, without regard to its conflict of law provisions. Should the arbitration provision below be found to be inapplicable or unenforceable, you consent and submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, the state of New York, United States of America, in all questions and controversies arising out of your use of the Website and this Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the Website must be brought within two (2) years from the date on which such claim or action arose or accrued. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form. Please contact Vapelabs LLC if you are unable to print a copy of this Agreement and wish to have a printed copy for your records.
12. BINDING ARBITRATION
ANY CLAIM OR DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR THESE TERMS OF USE SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION, except that either party may seek interim relief from any state or federal court in the party’s state of residence to protect the party’s intellectual property rights. ARBITRATION WOULD REMOVE YOUR RIGHT TO LITIGATE A CLAIM IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. IT IS IMPORTANT THAT YOU READ THIS PROVISION CAREFULLY BEFORE ACCEPTING THESE TERMS OF USE. The arbitration will be administered by the American Arbitration Association (“AAA”) under its then-current arbitration rules. If any AAA rule conflicts with this Agreement, the Agreement shall control. You can obtain procedures, rules, and fee information from the AAA at www.adr.org or 1-800-778-7879.
The judgment upon the award rendered by the arbitrator shall be final and binding and may be entered in any court having jurisdiction. Any participatory arbitration hearing that you attend shall take place in New York. New York state law will apply during the arbitration. The judgment upon the award rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. Unless inconsistent with applicable law, each party shall bear the expense of their respective attorneys’, experts’ and witness fees, regardless of which party prevails in the arbitration.
13. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSION OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST COMPANY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
14. Enforcement
You have no reasonable expectation of privacy while using the Website because Vapelabs LLC reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall you permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by us for use of or with the Website. Moreover, you also acknowledge that any breach, threatened or actual, of this Agreement by you may cause irreparable injury to us and/or our licensors, such injury would not be quantifiable in monetary damages, and Vapelabs LLC and/or our licensors would not have an adequate remedy at law. You therefore agree that Vapelabs LLC and/or our licensors (or our behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that Vapelabs LLC or our licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to us to enforce any provision of this Agreement.
15. User Submissions
Any ‘personally identifiable information’ in electronic communications to the Website is governed by the Website’s Privacy Policy which is posted on the Website. You agree that we may use any comments, information or ideas contained in any communication you may send to us, without compensation, acknowledgement or payment to you, for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Website or other products or services.
16. Termination
We reserve the right in our sole discretion to terminate or restrict your use of the Website, without notice, for any or no reason, and without liability to you or any third party. You acknowledge and agree that Vapelabs LLC shall have the sole right to determine in its reasonable discretion whether you are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement. You may also terminate at any time by ceasing to use the Website. However, all applicable provisions of this Agreement will survive termination, as outlined herein. Any licenses from Vapelabs LLC and any right to use the Website shall immediately cease upon termination of this Agreement. The provisions concerning Vapelabs LLC’s ownership rights, representations and warranties, warranty disclaimer, limitation of liability, governing law, enforcement, termination, miscellaneous terms and all terms which are reasonably intended to survive, will survive the termination or expiration of this Agreement for any reason.
17. Site Modifications
We may, at any time, modify, suspend or discontinue any part of the Website at any time, without notice or liability to you or any third party. We also reserve the right, in our sole discretion, to impose limits on certain features and services.
18. Miscellaneous
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be construed consistent with applicable law, and the remaining provisions shall be enforced. In the event any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, you agree that unless it materially affects the entire intent and purpose of this Agreement, the invalidity, voidness, or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope of such section. Our failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision. This Agreement sets forth the entire agreement between you and us in connection with your use of the Website. The relationship between you and Vapelabs LLC is and shall be that of independent contractors and nothing in this Agreement shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee. You may not assign or otherwise transfer this Agreement or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without our prior written consent. Any attempt of assignment, delegation, or transfer in violation of this Agreement shall be void, of no effect, and a material breach of this Agreement. Notwithstanding the foregoing, we may assign this Agreement in whole or in part. Moreover, we may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this Agreement. This Agreement and the Privacy Policy , which are hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and Vapelabs LLC with respect to the subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, verbal, or written between you and Vapelabs LLC with respect to the Website. Any rights not expressly granted herein are reserved by Vapelabs LLC. Please note that Vapelabs LLC reserves the right to change the terms of this Agreement and by which the Website is extended to you by providing you in writing or electronically a copy of such revised terms (or notice thereof). We also have the exclusive right to provide updates, upgrades, or changes to, or to suspend, discontinue, or modify any aspect of the Website at any time. Your continued use of the Website following any such change to such Website will be deemed acceptance to be bound by any such change to this Agreement or the Website.
19. Contact Us:
If you have any questions about this Agreement, please email us at stayup@vapecritic.com or write to us at Vapelabs LLC, P.O. Box 4238, Huntington, NY 11743