Effective Date: July 01, 2016
Vigor Systems Inc. (“Vigor”, “we”, “us”, or “our”) recognizes the importance of privacy. In this Privacy Notice, we describe how we collect, use, and disclose information that we obtain about visitors to our websites, including www.vigorsystemsinc.com,
www.onevigor.tv, and any other website, online service, or mobile application on which we post this this Privacy Notice (collectively, the “Site”), and the services available through our Site (collectively,
By visiting the Site or using any of our Services, you agree that any information that we collect from or about you through our Site, including Personal Information, anonymous, and aggregate information (collectively, “Information”), will be handled as described in this this Privacy Notice. We define “Personal Information” to mean personally identifiable information about an individual, such as a name, address, email address, phone number, or other identifier that permits contacting of a specific individual.
By visiting the Site or using any of our Services, you agree that your personal information will be handled as described in this this Privacy Notice. Your use of our Site or Services, and any dispute over privacy, is subject to this this Privacy Notice and our Terms of Service, including its applicable limitations on damages and the resolution of disputes. Our Terms of Service are incorporated by reference into this this Privacy Notice.
Information We Collect
How We Use Your Information
How We Disclose Your Information
Cookies and Other Tracking Mechanisms
Special Information for California Consumers
Changes to this Privacy Notice
Information We Collect
We collect Information directly from you, from third parties, or automatically through your use of our Site or Services. We may combine all of the Information from various sources.
• Information We Collect Directly from You. We may collect Information directly from you on our Site. For example, we may collect your name, email address, username, password, credit or debit card information, address, and phone number. We will also collect any other Information that you choose to provide to us, such as the contents of a message that you submit through our Site.
• Information We Collect from Third Parties. We may collect Information from third parties. For example, we may collect your name, email address, username, address, and phone number. We will also collect any other Information that you choose to provide to us, such as the contents of a message that you submit through our Site.
• Information We Collect Automatically. We automatically collect Information through your use of our Site using cookies and other technologies. This Information may include, without limitation, information about your operating system, settings and system configurations, IP address, device model, device ID and other unique device identifiers, mobile network information, the webpages you access within our Site, the website that led you to our Site, the website to which you go after leaving our Site, the dates and times you access our Site, web log data, purchases and purchase patterns.
How We Use Your Information
We may use your Information, including Personal Information, for the following purposes:
• Providing Our Services. To provide our Services to you and for other customer service purposes.
• Tailoring Content. To tailor the content and information that we may send or display to you, and to otherwise personalize your experiences while using our Site or Services.
• Communicating with You. To communicate with you, including via email, about your use of our Services; to respond to your inquiries and handle your complaints; to provide you with news and newsletters; and for other informational purposes.
• Marketing and Advertising. To contact you about products or information we think may interest you, including offers via email, and for other marketing, advertising, and promotional purposes.
• Analyzing Use of Our Services. To better understand how users access and use our Site and Services; to respond to user desires and preferences; and for other research and analytical purposes.
• To Protect Rights and Interests. To protect our rights and interests as well as the rights and interests of our customers, users of our Site or Services, and any other person, as well as to enforce this Privacy Notice and our Terms of Service.
• Complying with the Law. To comply with applicable legal obligations, including informal requests from law enforcement or other governmental authorities.
How We Disclose Your Information
We may disclose Information, including Personal Information, with the following entities:
• Affiliates. We may disclose Information to any current or future affiliates, parent companies, or subsidiaries.
• Service Providers. We may disclose Information to vendors, service providers, agents, contractors, or others who perform functions on our behalf.
• Unaffiliated Third Parties. We may disclose Information to other unaffiliated third parties, such as our customers and partners with whom we co-develop a mobile application that uses our technology. Third parties who receive Information may use such Information for their own marketing purposes. Please see our Special Information for California Consumers section below with regard to such disclosures.
We may also disclose Information, including Personal Information, for the following purposes:
• Business Transfers. We may disclose Information to another entity if we are acquired by or merged with another company, if we sell or transfer a business unit or assets to another company, as part of a bankruptcy proceeding, or as part of any other similar business transfer.
• Legal Compliance. We may disclose Information in order to comply with the law, regulation, a judicial proceeding, subpoena, court order, or other legal process.
• Protecting Rights and Interests. We may disclose Information where we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person, violations of our Terms of Service or this Privacy Notice, or as evidence in litigation in which we are involved.
• Aggregate and De-Identified Information. We may disclose aggregate, anonymous, or de-identified information about users for marketing, advertising, research, or other purposes.
Cookies and Other Tracking Mechanisms
• Do Not Track. Our Site may not respond to Do Not Track signals and we may track your activities once you leave our Site. You may disable certain tracking as discussed in this section (e.g., by disabling cookies).
• Clear GIFs, pixel tags and other technologies. Clear GIFs are tiny graphics with a unique identifier, similar in function to cookies, which are embedded invisibly on web pages. We or our service providers may use clear GIFs (also known as web beacons, web bugs or pixel tags), in connection with our Site to track the activities of visitors to our Site, help us manage content, and compile statistics about usage of our Site. We or our service providers may also use clear GIFs in HTML emails to our users, to help us track email response rates, identify when our emails are viewed, and track whether our emails are forwarded.
Our Site and Services may contain links to third-party websites. Any access to and use of such linked websites is not governed by this Privacy Notice but instead is governed by the privacy policies of those third-party websites. We are not responsible for the information practices of such third-party websites.
We have taken steps to help protect the information we collect about you from loss, misuse, unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our efforts, no data security measures can guarantee 100% security.
You should take steps to protect against unauthorized access to your account by, among other things, choosing a robust password that nobody else knows or can easily guess and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.
You may modify the information that you have submitted by logging into your account and editing your profile or by emailing us at email@example.com.
We may send periodic promotional or informational emails to you. You may opt out of such communications by following the opt-out instructions contained in the email. Please note that it may take up to ten (10) business days for us to process opt-out requests. If you opt out of receiving emails about recommendations or other information we think may interest you, we may still send you emails about your account or any Services you have requested or received from us.
Our Services are not designed for children under thirteen (13) years of age. If we discover that a child under 13 has provided us with personal information, we will promptly delete such information from our systems.
If you have questions about the privacy aspects of our Site or Services, please contact us at
Vigor Systems Inc.
4250 Executive Square, Ste 400
La Jolla, CA 92037
+1 866 748 4467
Changes to this Privacy Notice
This Privacy Notice is current as of the Effective Date set forth above. We may change this Privacy Notice from time to time, so please be sure to check back periodically. We will post any changes to this Privacy Notice on our Site. If we make any changes to this Privacy Notice that materially affect our practices with regard to the personal information we have previously collected from you, we will endeavor to provide you with notice in advance of such change by highlighting the change on our Site.
Welcome to the onevigor.tv Site – and thank You for visiting. We hope You enjoy the experience!
THESE TERMS AND CONDITIONS (THE “TERMS” OR THIS “AGREEMENT”) ARE A LEGAL CONTRACT BETWEEN YOU (“YOU”) AND VIGOR SYSTEMS, INC. (“VIGOR” OR “US” OR “OUR” OR “WE”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE AND ACCESS THE WEBSITE LOCATED AT THE URL:
onevigor.tv AS WELL AS ALL ASSOCIATED SITES LINKED TO vigorsystemsinc.com BY VIGOR, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”) AND ALL SERVICES (AS DEFINED BELOW) AND ANY SOFTWARE
THAT WE PROVIDE TO YOU THAT ALLOWS YOU TO ACCESS THE SITE OR SERVICES FROM A DEVICE (AN “APPLICATION”). BY USING THIS SITE OR THE SERVICES, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY
OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. BY ACCEPTING THESE TERMS, OR BY ACCESSING OR USING THE SITE OR
SERVICES, OR AUTHORIZING AN END USER TO ACCESS OR USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ACCEPT OR AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS, AND IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO SUCH COMPANY OR OTHER LEGAL ENTITY.
1. Key Terms.
“Account” means any Vigor accounts or instances created by You or on Your behalf within the Site for use of the Services.
“Authorized End User” means, collectively You and any of Your individual employees, agents, or contractors accessing or using the Services, under the rights granted to You pursuant to these Terms.
“Confidential Information” means all written or oral information, disclosed by Vigor to You or by You to Vigor related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, for purposes of these Terms, the Documentation will be deemed Confidential Information of Vigor.
“Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services, which materials are designed to facilitate use of the Services and which are provided by Vigor to You in accordance with these Terms.
“Materials” mean collectively all the text, data, information, software, graphics, photographs and more, including the Documentation, and the proprietary software platform through which Vigor offers the Services to you in a ‘as-a-service’ form. Materials include any and all intellectual property embodied in or in connection with the Materials.
“Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL);(f) the Sun Industry Standards License (SISL); (g) the BSD license; and (h) the Apache License. “Services” means any and all services, tools, software, content, applications and functionalities as may be provided by Vigor from time to time through the Site, including access to and use of our proprietary platform, which is offered in a ‘as-a-service’ form on a subscription basis. Certain Services may be subject to additional terms and conditions.
“Subscription Term” means the period during which You have agreed to subscribe to the Services as set forth in an order form mutually agreed by You and Us. If the order form is silent, such Subscription Term shall be deemed to extend for one (1) year from acceptance of Your applicable order form for the Services by Vigor.
“Your Content” means the data, information, media and content provided by You and/or any Authorized End Users for use in connection with the Services.
2. Changes to Terms.
We may alter the Materials and Services We offer You and/or choose to modify, suspend or discontinue this Site at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, We promise to inform You of any modifications to these Terms by posting them on this Site and, if You have registered with Us, by describing the modifications to these Terms in an email that We will send to the address that You provided when registering on this Site. To be sure We properly reach Your email inbox, We just ask that You let Us know if Your preferred email address changes at any time after Your registration.
If You object to any such modifications, Your sole recourse shall be to cease using this Site. Continued use of this Site following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Site. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded. 3. General Use of the Site. We invite You to use this Site for purposes of storing, processing and managing Your Content and associated metadata (“Permitted Purposes”).
In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials; Your right to use the Materials is conditioned on Your compliance with these Terms. You have no other rights in this Site or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Site or Materials in any manner. If You make copies of any of this Site while engaging in Permitted Purposes then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on this Site. You acknowledge that certain Services may be subject to additional terms and conditions (“Additional Terms”) which Additional Terms shall be made available to You prior to registration for such Services.
Unfortunately, if You breach any of these Terms the above license will terminate automatically and You must immediately destroy any downloaded or printed materials (and any copies thereof).
4. Use of the Site and the Services by You and Authorized End Users.
4.1 We appreciate You visiting this Site and allow You to do just that – stop by and leisurely check it out without even registering with Us! However, in order to access certain password-restricted areas of this Site and to use certain Services and Materials offered on and through this Site, You must successfully register an account with Us. You may be permitted to invite other persons to register an account with Us, in which case any such additional persons may register and access the Site and Materials in accordance with these Terms.
4.2 If You desire to register for an Account with Vigor, You must submit the following information through the Account registration page on the Site: Name, email, mailing address, billing address, and payment information. Once You have submitted Your Account registration information, Vigor shall have the right to approve or reject the requested registration, in Vigor’s sole discretion. If Your Account is approved by Vigor, You will be sent an e-mail that contains the necessary password creation instructions (“Account Password”) and network links or connections (“Access Protocols”) that will allow You to log-on and access the Services using that password for the first time though the Site. You will have the ability to revise Your Account Password through the settings within the Services. All the information that You provide when registering for an Account through the Site must be accurate, complete and up to date. You may change, correct or remove any information from Your Account by either logging into Your account directly and making the desired changes or contacting Vigor using the contact information at the end of these Terms requesting that we make the change.
4.3 Subject to the terms and conditions contained in these Terms, and any Additional Terms that apply to particular Services for which You have registered, Vigor hereby grants to You a non-exclusive, non-transferable right to access the features and functions of the Services during the Subscription Term solely for use by Authorized End Users in accordance with the terms and conditions in these Terms and such Additional Terms. Such use shall be limited to use of the Services for the benefit of, or in relation to, the operation of Your business. We shall also provide You the Documentation to be used by You in accessing and using the Services. You acknowledge and agree that, as between You and Us, You shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by You, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by You. You shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of these Terms as applicable to such Authorized End User’s use of the Services, and shall cause Authorized End Users to comply with such provisions.
4.4 Applications shall be deemed part of the Services for purposes of these Terms, subject to the disclaimers set forth herein. Subject to these Terms, Vigor grants to You a non-exclusive, non-transferable, right and license, during the Subscription Term, to install the Applications, solely on devices owned or controlled by You, solely for purposes of accessing and utilizing the features and functions of the Services.
4.5 Subject to these Terms, Vigor hereby grants to You a non-exclusive, non-transferable right and license to use the Documentation during the Subscription Term for Your internal purposes in connection with Your use of the Services as contemplated herein.
4.6 You agree that You will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Materials; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Materials is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Materials, or attempt to do any of the foregoing, and You acknowledge that nothing in these Terms will be construed to grant You any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Materials, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with Our prior written consent; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Materials; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Materials; (vi) use any Public Software in connection with any of the Materials in any manner that requires, pursuant to the license applicable to such Public Software, that any of the Materials be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients; or (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Your rights granted hereunder. You will ensure that Your use of any of the Materials complies with all applicable laws, statutes, regulations or rules and will not use any of the Materials for the purpose of any illegal activities.
4.7 In addition to our cancellation rights as set forth in Section 9.4, Vigor reserves the right, in Our reasonable discretion, to temporarily suspend Your access to and use of the Services: (i) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance); (ii) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties; or (iii) if We suspect or detect any malicious software connected to Your Account or use of the Services by You or Your Authorized End Users.
4.8 We acknowledge that You retain all right, title and interest in and to Your Content. You grant to Us the right to use Your Content during the Subscription Term for purposes of making available the Services to You. Notwithstanding anything else in this Agreement or otherwise, Vigor may monitor Your use of the Services and use data and information related to such use, and Your Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Site and Services (“Aggregated Statistics”). As between Vigor and You, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Vigor. You acknowledge that Vigor will be compiling Aggregated Statistics based on Your Content input into the Services and You agree that Vigor may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You or Your Confidential Information.
We make available Applications to You in order to access Services from Us. To use the Application You must have a device that is compatible with such Application. We do not warrant that the Application will be compatible with Your device. We hereby grant to You a non-exclusive, non-transferable, revocable license to permit the number of Authorized End Users for which You have ordered and paid applicable fees to use object code copies of the Applications on the number and type of devices set forth in an order form accepted by Vigor. You may not: (i) modify, disassemble, decompile or reverse engineer the Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; or (v) delete the copyright and other proprietary rights notices on the Application. You acknowledge that We may from time to time issue upgraded versions of the Application, and may automatically electronically upgrade the version of the Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Application (and any copy of the Application). Standard carrier data charges may apply to Your use of the Application.
The following additional terms and conditions apply with respect to any Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):
• You acknowledge that these Terms are between You and Us only, and not with Apple, Inc. (“Apple”).
• Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
• We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Our iOS App.
• You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to Our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Us as provider of the iOS App.
• You agree that We, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
• You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
• You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
• The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of Our iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as they relate to Your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Application that We provide to You designed for use on an Android-powered mobile device (an “Android App”):
• You acknowledge that these Terms are between You and Us only, and not with Google, Inc. (“Google”).
• Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for Our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
• You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Our Android App.
6. Privacy; Security; Confidentiality.
6.2 You are responsible for maintaining the confidentiality of Your Account Passwords, and You are responsible for all activities that occur using your Account Passwords. You agree not to share Your Account Passwords, let others access or use Your Account Passwords or do anything else that might jeopardize the security of Your Account Passwords. You agree to notify Vigor if Your Account Passwords are lost, stolen, if You are aware of any unauthorized use of Your Account Passwords on this Site or if You know of any other breach of security in relation to this Site. You acknowledge and agree that Account Passwords assigned to individual Authorized End Users shall not be shared with anyone other than the original assignee of such Account Password.
6.3 You and Vigor agree as follows with respect to Confidential Information: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) to not reproduce Confidential Information of the other party, and to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to not create any derivative work from the Confidential Information of the other party; (iv) to restrict access to the Confidential Information of the other party to its personnel, agents, and/or consultants, who have a need to have access and who have been advised of and have agreed in writing to treat such Confidential Information in accordance with these Terms; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of the Subscription Term.
6.4 Notwithstanding the foregoing, the provisions of Section 6.3 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under these Terms, including to make such court filings as it may be required to do.
7. Your Data Collection.
8. Fees and Payment Terms.
8.1 If applicable, You agree to pay all fees or charges to your Account (collectively, “Fees”) based on Vigor’s fees, charges, and billing terms set forth in the order form executed by You with respect to the Services. Unless otherwise provided in an order form agreed by You and Us, all such Fees shall be due and payable within thirty (30) calendar days after an invoice is issued by Vigor with respect to such Fees. If You cancel Your account at any time for any reason, You will not receive any refund. If You have a balance due on any account, You agree that Vigor may charge such unpaid fees to your credit card or otherwise bill You for such unpaid fees.
8.2 Any portion of any amount payable to Vigor hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less; from the due date until paid.
8.3 Unless otherwise expressly stated, the Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying Taxes free and clear of, and without reduction in, Fees owed to Us, except those assessable against Vigor base on its income.
8.4 You will maintain complete and accurate financial records in accordance with generally accepted accounting principles during the Subscription Term, and for a period of two (2) years after the termination or expiration of the Subscription Term with respect to matters covered by these Terms. Vigor will have the right, at its own expense, upon reasonable prior notice, periodically no more than once per calendar year, to inspect and audit Your records with respect to matters covered by these Terms at a reasonably specified time to minimize, to the extent practical, disruption to Your operations, provided that if such inspection and audit reveals that You have underpaid Vigor with respect to any amounts due and payable hereunder, You shall promptly pay such amounts as are necessary to rectify such underpayment, together with interest in accordance with Section 8.2, and further provided that if the amount of such underpayment equals or exceeds five percent (5%) of the total amounts due and payable by You during the period to which such inspection and audit relates, You shall reimburse Vigor for the cost of such inspection and audit. If such inspection and audit reveals that You have overpaid Vigor with respect to any amounts due and payable hereunder, Vigor shall promptly pay such amounts as are necessary to rectify such overpayment.
9. Cancellation or Termination of Subscription.
9.1 Either You or We may elect to terminate Your Account and subscription to the Services as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date sixty (60) days preceding the end of such Subscription Term. Unless Your Account and subscription to the Services is so terminated, Your subscription to the Services will automatically renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for, the Fees applicable to Your subscription to the Services for any such subsequent Subscription Term shall be Vigor’s standard Fees for the service plan to which You have subscribed as of the time such Subscription Term commences.
9.2 No refunds of credits for Fees or other payments will be provided if You elect to terminate Your subscription to the Services or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your subscription to the Services and/or Account, Vigor shall provide You thirty (30) days to download or otherwise remove Your Content. Thereafter, Vigor reserves the right to delete all Your Content and any other data in the normal course of operation.
9.3 If You terminate Your subscription to the Services or cancel Your Account prior to the end of Your then effective Subscription Term or if We effect such termination or cancellation pursuant to Section 9.4, in addition to other amounts You may owe Us, You must immediately pay any then unpaid Fees associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Services or cancel Your Account as a result of a material breach of these Terms by Vigor, provided that You provide advance written notice of such breach to Us and afford Vigor not less than thirty (30) days to reasonably cure such breach.
9.4 Vigor reserves the right to modify, suspend or terminate the Services (or any part thereof), Your Account and/or Your Authorized End User’s rights to access and use the Services, and remove, disable and discard any of Your data if we believe that You or Your Authorized End Users have violated these Terms. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Vigor shall not be liable to You, Your Authorized End Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services.
10. Electronic Communications.
By using the Site and/or the Services provided on or through the Site, You consent to receiving electronic communications from Vigor. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of Your relationship with Vigor. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
11. Links to Third Party Sites.
We think links are convenient, and We sometimes provide links on this Site to third-party sites. If You use these links, You will leave this Site. We are not obligated to review any third-party sites that You link to from this Site, We do not control any of the third-party sites, and We are not responsible for any of the third-party sites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party sites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party sites linked to from this Site, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party sites.
12. Unauthorized Activities.
To be clear, We authorize Your use of this Site only for Permitted Purposes. Any other use of this Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Site. This is because as between You and Us, all rights in this Site remain Our property.
Unauthorized use of this Site may result in violation of various United States of America and international copyright laws. Because We prefer keeping this relationship drama-free, We want to give You examples of things to avoid. So, unless You have written permission from Us stating otherwise, You are not authorized to use this Site in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
For any public or commercial purpose which includes use of this Site on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
To interfere with or disrupt this Site or servers or networks connected to this Site;
To use any data mining, robots, or similar data gathering or extraction methods in connection with this Site; or
Attempt to gain unauthorized access to any portion of this Site or any other accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means.
You also agree and understand that as pertaining to those sections of the Site that may allow you to publicly post comments or content, You as the author are entirely responsible for the content of, and any harm resulting from, any public content posted or uploaded by you. That is the case regardless of whether Your Content in question constitutes text, graphics, audio files, information, or computer software. By making Your Content publicly available, you represent and warrant that:
(i) The posting, downloading, copying and use of Your Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
(ii) Your Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
(iii) Your Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
(iv) Your Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
(v) Your Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
(vi) Your Content is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your URL or name is not the name of a person other than yourself or company other than your own;
(vii) Your Content does not include racially, ethnically, obscene, sexually explicit or otherwise offensive language or use the Website to discuss, incite illegal activity or promote hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity.
You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
13. Proprietary Rights.
“Vigor” is a trademark that belongs to Us and the Vigor logo is a logo that belongs to Us. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Site are Our sole property, Copyright © 2015. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. Subject to the rights granted pursuant to these Terms to You, Vigor retains all right, title and interest in and to the Materials, and You acknowledge that You neither own nor acquire any additional rights in and to the foregoing not expressly granted by these Terms. You further acknowledge that Vigor retains the right to use the foregoing for any purposes in its sole discretion.
14. Indemnity You agree to indemnify and hold Vigor and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Vigor or any other indemnified party suffers in relation to or arising from: (i) Your negligence or willful misconduct; or (ii) Your or any Authorized End User’s use of the Site or Services in breach of these Terms.
15. Warranties; Disclaimer of Warranties.
THIS SITE, THE SERVICES AND THE MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE, THE SERVICES AND THE MATERIALS, WHICH INCLUDE BUT ARE NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, SYSTEM INTEGRATION, DATA ACCURACY, AND QUIET ENJOYMENT. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, We make no warranty that this Site will meet Your requirements or that this Site will be uninterrupted, timely, secure, or error free or that defects in this Site will be corrected. We make no warranty as to the results that may be obtained from the use of this Site or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by You through this Site or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
16. Limitation of Liability.
16.1 IN NO EVENT WILL VIGOR BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF VIGOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
16.2 THE CUMULATIVE LIABILITY OF VIGOR TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO VIGOR BY YOU UNDER SECTION 8 DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
17. Local Laws; Export Control. We control and operate this Site from Our headquarters in the United States of America and the entirety of this Site may not be appropriate or available for use in other locations. If You use this Site outside the United States of American, You are solely responsible for following applicable local laws.
18. Feedback. Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
19. Intellectual Property Infringement. We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing any of Your Content that violate intellectual property rights of others, suspending access to this Site (or any portion thereof) to any user who uses this Site in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Site in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of this Site, please provide written notice to Our Agent for notice of claims of infringement:
Attn: Legal Department
To be sure the matter is handled immediately, Your written notice must:
Contain Your physical or electronic signature;
Identify the copyrighted work or other intellectual property alleged to have been infringed;
Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
Contain a statement that the information in the written notice is accurate; and
Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:
1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, in Our sole discretion, to terminate the account or access of any user of this Site or Service who is the subject of repeated DMCA or other infringement notifications.
20. General. We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.
However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to this Site without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in San Diego County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforced any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about this Site. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
21. Contact Us. If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us at Vigor Systems, Inc., 4250 Executive Sq #400, La Jolla, CA 92037, USA
Vigor (also referred to as “Vigor Systems”) p rovides the O perational Service Cen ter (OSC) to as sist media outlets,content owners and portal subscribers in t he s upport, operation and administration of the OneVigor platform. This will facilitate the h ighest levels of system and s erver functionality at s tations and MSOs. For t he avoidance of doubt, Vigor is fully responsible for the performance of O SC’s obligations under this service level agreement.
Vigor Systems will operate the Operational Service Center (OSC) in our current San D iego location. The b uilding will encompass an air-conditioned, b acked up s erver room, and ample space for support center engineering.
3.CURRENT SERVICES OFFERED
TheOSC provides a number of services:
a)Call Center (24/7)
b)Pro-active Central System Monitoring
c)General support to end users at station and multiple services operator (MSO)
d)OneVigor technical support for IT, RF and Engineering administrators, staff and end users
Vigor server replacement management, in the event of server failure. f)Partner engineering operational support
g)Platform server monitoring
h)Test system management
i)Vendor Integration support
Vigor and customers acknowledge that offered services might over time change dependent on current needs.
4. 24/7 CALL CENTER
Vigor provides a customer support Call Center for users of the OneVigor platform. With multiple team members, the Call Center is dedicated at all times to providing effective first level operational support, Vigor server troubleshooting and answering general platform related questions. All calls are documented in the ticketing system then escalated according to established Standard Operating Procedures.
Currently the Vigor Call Center is staffed 24/7 with overlap coverage and dedicated personnel provided during peak hours. Ample rollover lines and live support are available anytime to accommodate simultaneous calls effectively avoiding voicemail issues.
a) Handle incoming end user support calls for all content distributors, media outlets and cable operators
b) Capture and document each issue in ticketing system, along with all necessary data to begin resolution process quickly
c) Assign or forward support tickets as appropriate if just content is needed or second level of support is needed
d) Monitor tickets for short-term trends and notifies higher level support via “High Alert” emails 24/7 365, which notifies Vigor staff for fast response
e) Receive general re-feed notices and alerts from Distributors
f) Following up with stations as needed regarding ongoing content issues, updating tickets accordingly
g) Content delivery issues or “need content” requests are documented and forwarded to the content
distributors via the ticketing system for support.
5. CENTRAL SYSTEM MONITORING
The OSC is pro-actively monitoring all aspects of the platform 24/7. Coupled with the Alerts & Notifications feature that subscribers can configure to their needs, Vigor is systematically checking the following:
1. Platform uptime monitoring
2. Server health
3. Server connectivity
4. Media and schedule processing status
5. Platform performance
6. OSC SUPPORT ESCALATION AND FAULTS
Vigor’s ticketing system is the primary vehicle for reporting problems and requesting assistance from the OSC, whether it be a problem with a single destination, Central Site or Transmission path. Upon discovering a problem, each party agrees to immediately report such problem through the ticket system.
There are 3 levels of severity status for Trouble Tickets defined as follows:
a. HIGH (Level 3): Response time 1 hour (24x7)
Ticket priority HIGH is the highest ticket priority. Therefore, the OSC will be contacted immediately to address this ticket. An OSC representative will follow-up with you via the contact information you provided within 1 hour (24/7). For all HIGH tickets, Vigor shall allocate appropriate resources to correct such Fault; such resources will continue non-stop 24x7 until the Critical Fault is resolved or an appropriate workaround is implemented.
Examples of HIGH priority faults or alerts are:
One Vigor system-wide failure
The fault may lie in the Central Site Servers, Database servers or the Data Inserters or Transmission equipment. Anything that prevents content from flowing normally is considered HIGH priority. A HIGH priority alert is also any significant fault within the system which renders a substantial part of the system unusable or prevents the use of an important function.
b.MEDIUM (Level 2): Response time 1 Business DayMEDIUM priority is the second-highest ticket priority. Therefore, if it is within Vigor Systems' business hours, the OSC will be contacted to address the ticket following any open HIGH priority tickets. However, if it is outside of business hours, the OSC will be contacted at the start of the next business day. An OSC representative will follow-up with you via the contact information you provided within 1 business day.
Examples of MEDIUM priority faults or alerts are:
•Platform issues – such as software bugs – that affect multiple locations within the platform.
•Single location server offline/not calling back.
c. LOW (Level 1): Response time 1 business week
Tickets with a Low status will be acknowledged as soon as practical subject to co-ordination and agreement between the parties but no later than 1 week from the reporting date. The correction of the problem or bug reported with this status will be resolved as soon as practical, but in no event later than six (6) months from the reporting date.
Example of Low status problems or bugs:
• Issues relating to graphical dysfunctions or requiring simple workarounds not adding significant
additional work flow or causing any functional disruption.
Nothing in the above paragraphs are intended to require Vigor or its representatives to travel to Station Affiliates or Footprint Destination without reimbursement to address Faults. In the event that Vigor determines that the Vigor Product did not contain a Fault and the problem experienced by customer was caused by something other than the Vigor Products (such as by content Affiliates, Station Affiliates or other Footprint Destination, Third Party Hardware or Third Party Software), customer will pay Vigor for any on-site services provided by Vigor, plus expenses.
Response and fault correction times are guidelines Vigor strives to meet or exceed on a consistent basis. A particular incident may fall outside the guideline.
7.GENERAL SUPPORT TO END USERS
The OSC will work with stations and multiple service operators to ensure the highest level functionality and accessibility for the operators of the Vigor servers. Requests and concerns vary, including:
a)Browser configuration and choice
b)Web interface features and functionality
c)Play-out settings and ftp File Name Format questions
d)Missing content concerns
e)Ad Insertion workflow solutions for handling schedule and media logistics
8. STATION TECHNICAL SUPPORT TO STATION IT, RF AND ENGINEERING ADMINISTRATORS
Operating a server at stations and multiple service operators requires a good amount of tuning of facility owned equipment like satellite dishes, signal amplifiers, master control system and much more. In order for optimal integration between Vigor servers and the station, Vigor engineers and station engineers need to work together. Optimal integration is absolutely needed for the type of quick content turnaround requested by the content owner.
1. Integration of the Vigor server into station workflow - Server configuration
2. IP/LAN management, setting and configuration
3. RF support regarding TI and related issues
4. Support of automation system integration
9. OVERNIGHT VIGOR SERVER REPLACEMENT MANAGEMENT
The OSC will manage available inventory of Vigor servers which can be advanced exchanged via overnight shipping.
As servers are being returned to Vigor from stations Vigor will run a set of tests. If the server returned does show any sign of error a repair process will be initiated. Vigor will replace broken or underperforming parts of a similar model. If the Vigor server shows multiple parts as failing, or are failing parts that cannot be replaced, the unit will be retired. Vigor can also choose to retire units if service staff and tests indicate that the unit will not provide additional 6 month of optimal performance. All repairs are documented.
11. VENDOR INTEGRATION SUPPORT
Vigor will work closely with vendors who interface with OneVigor to find solutions of incompatibilities between systems for an efficiently integrated system.
Vigor shall provide training of engineers/users as needed (based on costs according to existing Contract). Training requests should be sent to Vigor in advanced outlining the items needed to be covered in the training sessions. The training will be facilitated at Vigor Systems office unless specific reasons exists to host the training elsewhere. The training is limited to 8 days in total per year, 7 hours per day.