General Terms and Conditions
Last updated on 20 May 2020
These General Terms and Conditions (“Terms”) apply to your access to and use of the website (the “Website”) provided by Vertablox UAB. (“Vertablox” or “we”). By clicking [“I Accept”] or by using our Website, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 13. If you do not agree to these Terms, do not use our Website.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Website or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Website after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Website.
If you have any questions about these Terms or our Website, please contact us via email at info@vertablox.com.
1. Privacy
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
2. Eligibility
You must be at least 18 years of age (or the age of legal majority where you live) to use our Website. If you use our Website on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. User Submissions
You may voluntarily send, submit or otherwise communicate to us information about yourself and your business; any questions, comments, ideas, original or creative materials; or any other information you choose to provide (“User Submissions”). This information is not required to be submitted to us through the website, but can let us know that you are interested in becoming an investor, a mentor, an industry expert, an innovator or are otherwise interested in hearing more about what we do. If you provide such information to us, you must provide accurate information and you acknowledge that we may (but are not required to) use such information to correspond with you; to introduce you to one of our industry experts, investors, or mentors; and otherwise, for our internal business purposes. You understand that Vertablox may treat User Submissions as nonconfidential (except as otherwise provided in our Privacy Policy, linked above). You represent that you have all the rights necessary to disclose User Submissions and to grant us the license described above. You may not share any User Submissions that: (i) are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent; (ii) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law; (iii) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; (iv) contain or depict any statements, remarks or claims that do not reflect your honest views and experiences; (v) impersonate, or misrepresent your affiliation with, any person or entity; (vi) contain any unsolicited promotions, political campaigning, advertising or solicitations; (vii) contain any private or personal information of a third party without such third party’s consent; or (viii) contain any viruses, corrupted data or other harmful, disruptive or destructive files or content. You represent and warrant that your submissions, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity.
4. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Website. You will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell, resell or commercially use our Website;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Website, except as expressly permitted by us or our licensors;
Modify our Website, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Website;
Use our Website other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner;
Reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Website;
Develop or use any applications that interact with our Website without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Enforcement of this Section 4 is solely at Vertablox's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Website will not contain any content that is prohibited by such rules.
5. Ownership; Limited License
The Website, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, is owned by Vertablox or our licensors and are protected under both Lithuania and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Website are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to access and use our Website. Any use of the Website other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
6. Trademarks
The Vertablox name, stylized “VERTABLOX” writing, and our logos, our product or service names, our slogans and the look and feel of the Website are trademarks of Vertablox and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
7. Feedback
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Vertablox or our Website (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Vertablox’s sole discretion. You understand that Vertablox may treat Feedback as non confidential.
8. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Website (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Vertablox does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
9. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Vertablox and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Vertablox Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Website; (b) your User Submissions or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Website. You agree to promptly notify Vertablox Parties of any third-party Claims, cooperate with Vertablox Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Vertablox Parties will have control of the defense or settlement, at Vertablox's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Vertablox or the other Vertablox Parties.
10. Disclaimers
THE PARTIES HERETO INTEND FOR THIS SECTION 10 (DISCLAIMERS) TO APPLY TO THE FULLEST EXTENT PERMITTED BY LAW; CERTAIN JURISDICTIONS MAY NOT PERMIT THE WAIVER OF CERTAIN IMPLIED WARRANTIES, IF YOU ARE IN SUCH JURISDICTION, THE WAIVER OF EACH SUCH IMPLIED WARRANTY DOES NOT APPLY TO YOU. YOUR USE OF OUR WEBSITE IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR WEBSITE AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, Vertablox DOES NOT REPRESENT OR WARRANT THAT OUR WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE Vertablox ATTEMPTS TO MAKE YOUR USE OF OUR WEBSITE AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VERTABLOX AND THE OTHER VERTABLOX PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF VERTABLOX OR THE OTHER VERTABLOX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL LIABILITY OF VERTABLOX AND THE OTHER VERTABLOX PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR WEBSITE (INCLUDING CLAIMS RELATED TO PRIVACY AND DATA SECURITY), REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF 25 EUR OR THE AMOUNT PAID BY YOU TO USE OUR WEBSITE.
THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF VERTABLOX OR THE OTHER VERTABLOX PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
12. Release
To the fullest extent permitted by applicable law, you release Vertablox and the other Vertablox Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
13. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Vertablox and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Vertablox agree that any dispute arising out of or related to these Terms or our Website is personal to you and Vertablox and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
The arbitrator, Vertablox, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
Any claim arising out of or related to these Terms or our Website must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Vertablox will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by emailing info@vertablox.com and indicating you are opting out of binding arbitration. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.
If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.
14. Governing Law and Venue
Any dispute arising from these Terms and your use of the Website will be governed by and construed and enforced in accordance with the laws of Lithuania.
15. Modifying and Terminating our Website
We reserve the right to modify our Website or to suspend or stop providing all or portions of our Website at any time. You also have the right to stop using our Website at any time. We are not responsible for any loss or harm related to your inability to access or use our Website.
16. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
17. Miscellaneous
The failure of Vertablox to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.