IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.
This Agreement constitutes a legal agreement between you (“you” or “User”) and Vantage Advertising, LLC. and its affiliates, parents, and subsidiaries (collectively, “Vantage” or “us”). This Agreement governs your use of our services and platform that facilitates communications between Users offered through our website located at www.models4tradeshows.com, as it may be modified, relocated and/or redirected from time to time (the “Site”). Our services, platform, Site are collectively referred to as the “Vantage Platform”.
By accessing, using or registering with the Vantage Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Vantage Platform. Vantage’s acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.
By using the Vantage Platform, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
- Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit to an informal dispute resolution process for at least 30 days prior to the initiation of any claim (Section 18).
- Your agreement that no claims can be adjudicated on a class basis (Section 18).
- Your acknowledgment of and agreement to pay Vantage’s Trust and Support Fee that will be applied to each appointment of a Professional Service paid through the Vantage Platform (Section 3(your acknowledgment of and agreement to Vantage’s dormant account service fees (Section 3(e)).
- Your acknowledgment of and agreement to Vantage’s cancellation policies and cancellation fees (Section 4(e)).
- Your agreement to release Vantage from liability based on claims relating to Services and otherwise (Section 18) and your agreement to the limitation of time within which a claim can be brought (Section 21).
- Your agreement to indemnify Vantage from claims due to your use, misuse or inability to use the Vantage Platform, the Professional Services, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to the Vantage Platform (Section 18).
- Vantage’s sole liability with respect to disputes is set forth in the Vantage Enjoyment Guarantee (Section 3(c)).
- Your agreement that Vantage’s Enjoyment Guarantee is limited to only Payments paid by Requesters through the Vantage Platform for Professional Services that are booked and paid through the Vantage Platform.
1. Vantage Platform;
a. The Vantage Platform.The Vantage Platform is a technology platform that makes available certain trade show services to individuals and companies seeking to obtain trade show services (“Requesters”) that Vantage fulfills using independently-established trade show service providers customarily engaged in a trade, occupation and/or business of providing the services requested (“Professionals”). Those certain services requested by the Requesters, which are to be completed by the Professionals, are hereinafter referred to as “Professional Services”. VANTAGE, THROUGH THE VANTAGE PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH PROFESSIONAL SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH PROFESSIONAL SERVICES ITSELF OR ACT IN ANY WAY AS A TRADE SHOW MODEL, BRAND AMBASSADOR, BOOTH HOSTESS, PRODUCT SPECIALIST, PROMOTIONAL MODEL, COSTUME TALENT OR OTHER TRADE SHOW-RELATED SERVICE PROVIDER, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY PROFESSIONAL SERVICES PROVIDED TO THE REQUESTER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
2. Personal Information; User Accounts.
b. Account, Password and Security.You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the Vantage Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Vantage may, in certain circumstances, access your account to make changes that you request. Vantage has no control over the use of any User’s account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at email@example.com. Nothing in this section shall affect Vantage’s rights to limit or terminate the use of the Vantage Platform, as provided below in section 4(b).
c. Proof of Identity.You will provide us with such proof of identity as we may reasonably request from time to time.
d. Text Messages and Phone Calls.By using the Vantage platform, you expressly consent and agree to accept and receive communications from us, including via fax, text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, in order that we may provide the services set forth on the Vantage Platform, to service your account, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your service request and our business, including marketing related emails. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. By consenting to being contacted by Vantage, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of Vantage, its affiliates, subsidiaries, parents and/or Users/Professionals, including but not limited to: operational communications concerning your account or use of the Vantage Platform or Services, updates concerning new and existing features on the Vantage Platform, communications concerning promotions run by us, and news concerning Vantage and industry developments. For certain Professional Services, you also expressly authorize Vantage to send you an automated prerecorded call confirming your Professional Services request, along with calls from up to four Professionals that can help you with your request to the land-line or mobile phone number you provided, and you understand that either Vantage or the Professionals may use automated phone technology (including autodialed and prerecorded messages) to call you and that your consent is not required to purchase products or services. You agree that by using the Vantage Platform and requesting Professional Services, you are entering into a business relationship with Vantage and/or Professionals and thus agree to be contacted by Vantage and/or Professionals. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Vantage Platform or the Services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You may opt-out of receiving promotional or marketing texts or calls from Vantage at any time. You may opt-out of receiving all text (SMS) messages from Vantage (including informational or transactional messages) by replying with the word “STOP” to a text message from us; however you acknowledge that opting out of receiving all texts may impact your use of the Vantage Platform or the Services. You also acknowledge that Vantage or its third party service providers may record customer service calls after notice to you and with your consent, in order to assist you when you contact our customer support services. You agree to Vantage’s use of a service provider to mask your telephone number when you call or exchange text (SMS) messages with a Professional or Requestor using a telephone number provided by Vantage. During this process, Vantage and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to Vantage’s use and disclosure of this call data for its legitimate business purposes.
TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO VANTAGE AND THE PROFESSIONALS, AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION IN A SERVICE REQUEST, INCLUDING BUT NOT LIMITED TO SOME ONE ELSE’S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO VANTAGE AND EACH PROFESSIONAL WHO PROVIDES SUCH PROFESSIONAL SERVICES, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF VANTAGE AND EACH OF THE AFFECTED PROFESSIONALS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICH EVER IS GREATER.
e. Emails.Vantage may send you confirmation and other transactional emails regarding the Professional Services. Vantage and its affiliates, subsidiaries, parents may also send you emails about other services that we think might interest you (“Promotional Emails”). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
3. Payments; Vantage Enjoyment Guarantee; Claims; Dormant Account Service Charge.
a. Payments. Requesters are obligated to pay in advance for those Professional Services they OBTAIN through the Vantage Platform (“Payments”). Prior to the scheduled Professional Service, we will charge the Requester’s credit card according to the amount the Requester has agreed to on the Vantage Platform with respect to those Professional Services, the Requester has ordered, and for all purchases and payments for reimbursement costs, fees, expenses or applicable taxes associated with a Professional Service as well as the Trust and Support Fee (as defined in 3(f) below), and the Requester hereby authorizes us to charge the credit card on file in the Requester’s Vantage Platform account for such amounts. We will use third party services to process credit card information. By accepting this Agreement, you are giving Vantage (or a third-party payment processor on Vantage’s behalf) permission to charge your on-file credit card, debit card, or other approved methods of payment for fees that you owe Vantage. Depending on the transaction you selected or services requested, Vantage may charge you on a one-time or recurring basis. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Professional Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Vantage at the prices in effect when such charges are incurred. We retain the right, in our sole discretion, to place a hold on the Requester’s credit card for an ordered or completed Professional Service transaction. Seventy-two (72) hours after a Professional Service is completed, if there is no complaint by the Requester, we will mark the Professional Service as closed. All Payments by Requesters must be made through the Vantage Platform. Any Payments paid, or any Professional Services scheduled or obtained outside of the Vantage Platform are not subject to our Vantage Enjoyment Guarantee in Section 3(d). Except for the Vantage Enjoyment Guarantee in Section 3(d), and the Refund Policy in Section 3(e), no refunds or credits will be provided once the Requester’s credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. Requesters will be liable for all transaction taxes on the Professional Service(s) provided (other than taxes based on Vantage’s income). If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Vantage or third parties, then Vantage may withhold any payments to you for as long as we determine any related risks to Vantage or third parties persist. For any amounts that we determine you owe us, we may (i) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (ii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iii) reverse any credits to your bank account; or (iv) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Agreement, then we may in our sole discretion permanently withhold any payments to you.
b. Job Rate.The rate for a Professional Service (“Job Rate”) as determined by Professionals depends on factors, such as location and how frequently a Service is ordered, and payment terms may increase. Therefore, the same Professional Service may cost more in a different location or if the Professional Service is ordered less frequently. However, you will be notified prior to any such payment increase with sufficient notice to enable you to cancel the Service as set forth herein.
c. Vantage Enjoyment Guarantee.
i. The Vantage Enjoyment Guarantee provides certain limited additional protections provided by Vantage for Professional Services. Subject to the below exclusions and the terms and conditions and limitations herein, if you are dissatisfied with the performance of a Professional Service, Vantage, in its sole discretion, will either (a) have the specific Professional Service re-performed or (b) compensate Requesters the lowest amount of: (1) subject to the exclusions below, up to USD $2,500 per occurrence for losses arising from property damage as a direct result of negligence of a Professional during performance of a Professional Service or (2) up to USD $2,500, in the aggregate, for losses arising from theft of a Requester’s property by a Professional during performance of a Professional Service. The Service Requester is eligible for the Vantage Enjoyment Guarantee provided that the Requester reports the issue within seventy-two (72) hours of the Professional Service appointment to our Requester service by emailing firstname.lastname@example.org. If the Service Requester does not report the issue within seventy-two (72) hours of the Professional’s completion of the Professional Service, the claim is ineligible for the Vantage Enjoyment Guarantee. For Recurring Services, each Professional Service is treated as a separate occurrence.
ii. If you carry insurance that would cover you in the event of a claim, such as general liability insurance, workers compensation insurance, automobile insurance or an umbrella policy (“Your Insurance”), You agree that Your Insurance is primary and the Vantage Enjoyment Guarantee is secondary. The Vantage Enjoyment Guarantee will only compensate for losses to the extent not otherwise covered by Your Insurance and only as permitted herein.
iii. A Requester will be covered under the Vantage Enjoyment Guarantee for a Professional Service, subject to the exclusions in subsection (v) below, provided:
- The Professional Service is paid for in full through the Vantage Platform;
- The Requester has not violated this Agreement;
- The Requester has reported the claim within 72 hours of the Professional’s completion of the Professional Service;
- The Requester’s Vantage account is in good standing with no outstanding balances owed to Vantage;
- The Requester has identified materials of a secret, confidential or proprietary nature (“Confidential Materials”) and communicated the location and identity of those items to the Professional prior to the start of the Professional Service; and
- The Requestor has accounted for and requested the return of all Confidential Materials prior to the conclusion of a Professional Service.
iv. What is excluded from the Vantage Enjoyment Guarantee? The “Vantage Enjoyment Guarantee” does not cover the following:
- Any Professional Service that is not booked and paid for directly on the Vantage Platform;
- losses arising out of acts of nature, including, but not limited to, pollution, earthquakes and weather-related events such as hurricanes and tornadoes;
- losses arising out of interruption of business, loss of market, loss of income and/or loss of use;
- losses for property damage and theft exceeding the original value and/or replacement value for such property, less any standard depreciation;
- losses arising from the acts or omissions of a Requester or third party;
- losses arising from the negligence or misconduct of a third party;
- losses arising from a manufacturer’s or a product’s defects;
- losses from pre-existing damages or conditions of the item or property;
- losses arising from items supplied by the Requester or due to Requester recommendations
- losses arising from products containing hazardous or harmful materials, acts of terrorism, product liability, or pollution;
- losses of cash, third party gift cards, and securities;
- losses as a result of an intentional wrongful act by a Professional;
- losses arising from normal wear and tear;
- losses for items that retain their functionality; (e.g., minor cosmetic damage, ordinary wear and tear, a t.v. that has a scratch on the bezel);
- loss of use damages, including without limitation, loss of use such as property, furniture and the costs of any storage, movement and insurance of furniture in connection with loss of use;
- losses excluded pursuant to Section 18 of the Agreement;
- losses based on sentimental and/or undocumented intangible value;
- losses or damages associated with the unauthorized acquisition of, access to, destruction of, and/or loss of electronic data, including but not limited to films, records, manuscripts, drawings or photographs, data, information, audio or video recordings, files, facts, programs or other materials stored as or on, created or used on, or transmitted to or from, computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices, cloud storage, or any other media which are used with electronically-controlled equipment;
- losses arising from shipping costs and/or shipping of replacement items and/or taxes incurred in purchasing the original and/or replacement items;
- losses of theft without a valid police report, if requested by Vantage; and losses with insufficient documentation; and
- losses occurring after, or unrelated to, the performance of a Professional Service;
- losses involving products or services, or uses of either, that are prohibited by law;
- losses due to unforeseeable or latent defects in the premises;
- losses related to services not explicitly booked through the Vantage Platform; and
- losses reported by third parties
v. How do I submit a Claim? First report of a claim must be made within 72 hours from the Professional’s completion of the Professional Service. After the first report, you will be asked to complete the full claim form within 7 days of receipt. If you do not complete the claim form in its entirety within 7 days of receipt, your claim will no longer be eligible for the Vantage Enjoyment Guarantee. We urge you to read through these terms and conditions prior to submitting a claim. All claims will be reviewed on a case-by-case basis. During Vantage’s claims assessment process, you may be required to provide written detailed: (1) proof of ownership of damaged/missing item; (2) proof of value of damaged/missing item; and (3) proof of damage or loss. If such information is requested, you will have 30 days from the date of the request to send Vantage the requested information. If you fail to provide the requested information within the 30 day time period and/or fail to contact Vantage to arrange for an extension of time, Your claim will be considered closed and no longer eligible for the Vantage Enjoyment Guarantee. You also agree to: (A) protect and preserve any damaged property that is the basis of a claim from further damage; (B) assist and allow Vantage or its insurers access to inspect and make copies, photographs and recordings of anything relating to the claim; (C) accept repairs and/or remediation by a Professional; (D) accept a replacement only if repairs are proven not to be an option; (E) submit requested materials by the dates outlined by the Vantage resolutions team; and (F) accept a replacement item subject to the standard depreciation of that item. If any part of Your claim is approved, then as a condition to any payment to You under the Vantage Enjoyment Guarantee, You will be required to execute and deliver to Vantage the release agreement within 14 days of receipt of the release agreement from Vantage, and assign to Vantage or its insurer any rights and remedies you may have to recover amounts paid to you with respect to an approved claim from any party that is financially responsible for the approve claims and any rights in any property that is recovered. The release agreement shall be rescinded and considered null and void if not signed and returned to Vantage within 14 days of Your receipt and the claim shall no longer shall be eligible for the Vantage Enjoyment Guarantee.
d. Vantage Trust and Support Fee Vantage may assess an additional “Trust and Support Fee” to support the Vantage Platform, including costs related to background checks, insurance, customer support, and related services provided to you by the Vantage Platform. The Trust and Support Fee will be applied to each appointment of a Professional Service requested through the Vantage. The amount of the Trust and Support Fee may vary but shall be retained by Vantage in its entirety.
e. Dormant Account Service Charge.An account is considered dormant/inactive if it has had no activity for a period of six (6) months. Activity would include applying any portion of a credit balance to payment for Professional Services. Where permitted by applicable law, a dormant account fee of up to $10 is assessed monthly until the account is reactivated or the balance has reached zero. To reactivate your account, please email email@example.com.
4. Term and Termination; Cancellation of Professional Services; Survival.
a. Term.This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.
b. Termination by Vantage.We may terminate this Agreement or terminate or suspend your right to use the Vantage Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Vantage Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior (collectively, “Prohibited Conduct”) by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use the Vantage Platform due to any Prohibited Conduct, we will refund in full any payments for Professional Services that have not been performed or completed. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Vantage may delete the account and all the information in it. You have no ownership rights to your account.
c. Termination by You.You may terminate this Agreement by completely and permanently ceasing to use the Vantage Platform (provided that there are no outstanding Professional Services ordered under your password or account) and by closing any account you have opened on the Vantage Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by Vantage.
d. Cancellation Policy for Professional Service appointments.Vantage’s cancellation policy (found at www.models4tradeshows.com/help) for specific Professional Services is as follows: Requesters may cancel their scheduled Professional Service appointments through the Vantage Platform at any time, subject to the following conditions: (i) if a Requester cancels more than 30 full days before a scheduled Professional Service appointment, there is no cancellation fee; (ii) if a Requester cancels between 7-29 full days before a scheduled Professional Service appointment, the Requester will be charged 50 % of the Professional Service fee; and (iii) if the Requester cancels less than 7 days before a scheduled Professional Service appointment, the Requester will be charged the full Professional Service amount. A Professional Service appointment may be canceled be emailing firstname.lastname@example.org or by mailing a notice of cancellation to Vantage Advertising, LLC . Attn.: Legal, 130 Allens Creek Rd, Rochester NY 14618.
e. Policy for Service Cancellation by Professional. When a Professional cancels a scheduled Professional Service appointment, the Vantage Platform generally notifies the Requester and attempts to fulfill the Requester’s Professional Service request with another Professional. Vantage’s complete cancellation policy can be found at www.models4tradeshows.com/help.
6. Submission Areas.The Vantage Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Users to communicate with other Users and with Vantage (collectively, “Submission Areas”). Some areas in the Submission Areas within the Vantage Platform will be public and Vantage will not be responsible for any information or materials posted in such public areas. Vantage may, in its discretion, publicly post submissions you submit to a non-public area of the Vantage Platform. You may only use Submission Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. “Your Information” is defined as any information and materials you provide to us or other Users in connection with your registration for and use of the Vantage Platform, including without limitation, information and materials that are posted or transmitted for use in Submission Areas. You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information: (a) will comply at all times with this Agreement, including but not limited to Section 7 (Rules for Use of the Vantage Platform) below, and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to Submission Areas from or through your account on the Vantage Platform, including but not limited to all images, videos, musical works and text included in such postings and to such other persons and/or entities as Vantage may designate. The rights you grant in this license are for the limited purpose of operating, advertising, marketing, promoting, and improving the Vantage Platform. We reserve the right to remove postings from Submission Areas in our sole discretion.
7. Rules for Use of the Vantage Platform.During the term of this Agreement, Requesters may use the Vantage Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). Requesters may use the Vantage Platform to request Professional Services solely with respect to a location where the Requester is legally authorized to have Professional Services performed. Requesters may not use the Vantage Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesters agree to treat Professionals courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Professionals to enable them to supply Professional Services. Requesters agree to comply with our complaint and other policies designated on the Site. Requesters acknowledge that their selected Professional may be unavailable from time to time. You shall NOT use the Vantage Platform (including but not limited to any Submission Areas) to do any of the following:
a. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.
b. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
d. Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
e. Use the Vantage Platform or any Professional Service for any purpose or in any manner that is in violation of local, state, national, or international law.
f. Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
g. Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the Vantage Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Professional Services facilitated through the Vantage Platform without express written permission from us.
h. Use the Vantage Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
i. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
j. Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
k. Post the same note repeatedly (referred to as ‘spamming’). Spamming is strictly prohibited.
l. Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Vantage Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
m. Restrict or inhibit any other User from using and enjoying the Vantage Platform.
n. Imply or state that any statements you make are endorsed by us, without our prior written consent.
o. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Vantage Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Vantage Platform in any manner, or attempt to do any of the foregoing.
p. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
q. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
r. Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
s. Register to use the Vantage Platform under different usernames or identities, after your account has been suspended or terminated.
t. Mirror or archive any part of the Vantage Platform or any content or material contained on the Vantage Platform without Vantage’s written permission.
u. Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
v. Alter transmission data without Vantage’s consent
w. Purchase Merchandise for the purposes of reselling it.
8. No Employment.Vantage provides a software platform which allows you to obtain certain trade show services that Vantage fulfills using independent Professionals. Vantage is not the employer of any Professional and Professionals are not Vantage’s agents for any purpose whatsoever. You acknowledge that we do not supervise, direct, or control a Professional’s work or Professional Services performed in any manner.
9. Insurance. As an independent Professional you acknowledge and understand that you are not covered by any insurance that may be provided by Vantage to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Vantage requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of a requested service, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Vantage may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope a requested service, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Vantage may have, and that Vantage is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers’ compensation or occupational accident insurance, you will be charged a Trust and Safety Fee that will be paid towards Vantages supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee.
10. Special Promotions; Gift Cards and Vouchers.
a. Changes to Promotions. We may from time to time provide certain promotional opportunities to Requesters. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.
b. Promotional Coupons
i. Promotional coupons are only eligible for the specific services designated by Vantage. Promotional coupons are valid for a limited time only and expires on the date indicated when you receive the applicable promotional coupon. Failure to use promotional coupons before such expiration date will result in the forfeiture of the promotional coupon. Vantage reserves the right to cancel promotional coupons at any time. No refunds will be granted for any expired or canceled promotional coupons
ii. Vantage promotional coupons have no intrinsic value, are not redeemable for cash, have no cash value, and serve merely as a means to recognize and provide an incentive to use the Vantage Platform. Promotional coupons may not be purchased for cash and Vantage does not sell promotional coupons. Promotional coupons are nonrefundable.
iii. Promotional coupons will not be applied against any sales, use, gross receipts or similar transaction based taxes that may be applicable to you, and/or fees or charges for use of any ineligible services.
iv. Your Vantage account will be billed for all fees and charges for use of any ineligible services. Each promotional coupon can only be used once and your Vantage account will be billed for all fees and charges for use of any eligible service in excess of the amount of available promotional coupon.
c. Referral Discounts.In the event that you are given a code through which you may refer a friend to the Vantage Platform in exchange for a referral discount, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with your personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. Vantage referral discounts are redeemable only for Professional Services. Vantage referral discounts have no cash value and are not redeemable for cash unless otherwise required by law. Without limiting our other rights and remedies, we may terminate such code and/or your account for any breach of this Section. For questions or additional information, contact us at www.models4tradeshows.com/help.
i. Vantage vouchers or promotional codes for special offers or discounts (“Vouchers”) may be available and can be used to pay in part or in full for Professional Services.
ii. You agree that you will only use one Voucher per person and will use Vouchers in accordance with the Voucher terms and conditions.
iii. You agree that you will comply with all Voucher terms and conditions.
iv. Use of Vouchers is further subject to the below terms and conditions regarding Gift Cards
11. Intellectual Property Rights.The Vantage Platform, and the information, data, content and materials, which it contains (“Vantage Materials”), are the property of Vantage and/or its affiliates, subsidiaries, parents and licensors, excluding User-generated content, which Vantage has a right to use as described below. The Vantage Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Vantage and/or its affiliates, subsidiaries, parents and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Vantage Materials. Any use of Vantage Materials, other than as expressly permitted herein, is prohibited without the prior permission of Vantage and/or the relevant right holder. The service marks and trademarks of Vantage, including without limitation models4tradeshows.com and the Vantage logo are service marks owned by Vantage. Any other trademarks, service marks, logos and/or trade names appearing on the Vantage Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Vantage Platform without the express prior written consent of the owner.
12. Copyright Complaints and Copyright Agent.Vantage respects the intellectual property of others, and expects Users to do the same. Vantage will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Vantage Platform infringe upon that person’s or entity’s copyright or other intellectual property right (such person or entity, a “Complainant”) and sends to Vantage a properly submitted copyright notice as indicated below, Vantage will investigate, and if it determines, in its discretion, that the material is infringing, Vantage will remove the content and may terminate the access of the User who posted such content to the Vantage Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.
(ii) A statement specifically identifying the location of the infringing material, with enough detail that Vantage may find it on the Vantage Platform. Please note: it is not sufficient to merely provide a top level URL.
(iii) The complete name, address, telephone number and email address of Complainant.
(iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
Vantage’s contact information for notice of alleged copyright infringement is:
Or via Mail:
Attn: Copyright Agent
Vantage Advertising, LLC
130 Allens Creek Rd
Rochester, NY 14618
13. The App / Mobile Devices
a. The Vantage Platform may allow you to access our services, download our Apps, upload content to the Vantage Platform, and receive messages on your mobile device (collectively “Mobile Features”). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.
b. You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).
c. Vantage is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Vantage reserves the right to terminate the use of the Apps or any other aspect of the Vantage Platform should you be using the Apps or the Vantage Platform with an incompatible or unauthorized device.
d. App Store Sourced Application.
(i) With respect to Apps accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Vantage reserves all rights in and to the Apps not expressly granted to you under this Agreement.
(ii) You acknowledge and agree that (i) this Agreement is valid between you and Vantage only, and, that Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and (ii) Vantage, not Apple, is solely responsible for the App Store Sourced Application and the Vantage Platform Content.
(iii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application.
(iv) To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store Sourced Application.
(v) Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge that, solely as between Apple and Vantage, Vantage and not Apple is responsible for addressing any claims you may have relating to the App Store Sourced Application, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(vi) Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(vii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement for App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement for App Store Sourced Applications against you as a third-party beneficiary thereof.
(viii) Without limiting any provisions of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
14. Modifications to the Vantage Platform.We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Vantage Platform or any content or information on the Vantage Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Vantage Platform.
15. Confidentiality.The term “Confidential Information” shall mean any and all of Vantage’s trade secrets, confidential and proprietary information, personal information and all other information and data of Vantage that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Vantage Platform contains secured components that are accessible only to those who have been granted a username and password by Vantage. Information contained within the secure components of the Vantage Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Vantage and agree that you will not use Confidential Information other than as necessary for you to make use of the Vantage Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify Vantage in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Vantage upon termination of this Agreement for any reason whatsoever.
16. Disclaimer of Warranties; Limitation on Liability.
a. USE OF THE VANTAGE PLATFORM IS ENTIRELY AT YOUR OWN RISK.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VANTAGE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER VANTAGE NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE VANTAGE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE VANTAGE PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL’S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VANTAGE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE VANTAGE PLATFORM OR THIS AGREEMENT. ACCESS TO THE VANTAGE PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER VANTAGE NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE VANTAGE PLATFORM. NEITHER VANTAGE NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE VANTAGE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. VANTAGE AND ITS AFFILIATES, SUBSIDIARIES, PARENTS AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
b. NO LIABILITY.YOU AGREE NOT TO HOLD VANTAGE, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, “MEMBERS”) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE VANTAGE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY VANTAGE OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL VANTAGE OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE VANTAGE PLATFORM OR ANY PROFESSIONAL SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE VANTAGE’S ENJOYMENT GUARANTEE, UNDER NO CIRCUMSTANCES WILL VANTAGE OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE VANTAGE PLATFORM OR ANY PROFESSIONAL SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE VANTAGE’S ENJOYMENT GUARANTEE. VANTAGE AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE VANTAGE PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT VANTAGE OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (1) TOTAL FEES PAID BY YOU TO VANTAGE DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. OR (2) THE AMOUNT EXPRESSLY PERMITTED UNDER THE VANTAGE ENJOYMENT GUARANTEE AS SET FORTH IN SECTION 3(d).
c. RELEASE.VANTAGE AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE VANTAGE PLATFORM. TO THE EXTENT THAT THE VANTAGE PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING OR OBTAINING MERCHANDISE HEREUNDER, VANTAGE WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE VANTAGE FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE VANTAGE AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
d. ADDITIONAL DISCLAIMER.YOU UNDERSTAND, THEREFORE, THAT BY USING THE VANTAGE PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE VANTAGE PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK.
NOTHING IN THIS AGREEMENT OR THE VANTAGE PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
BY USING THE VANTAGE PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE VANTAGE PLATFORM.
YOU ACCEPT THAT, AS A CORPORATION, VANTAGE HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST VANTAGE’S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE VANTAGE’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS VANTAGE.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
17.Indemnification. You hereby agree to indemnify, defend, and hold harmless Vantage, its licensors, and each such party’s directors, officers, parents, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys’ fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Vantage Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Professionals), and (v) Your Information and content that you submit or transmit through the Vantage Platform. Vantage reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Vantage.
18.Mutual Arbitration Agreement.
a. Informal Negotiations.To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Vantage, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and Vantage may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to Vantage. Vantage’s address for such notices is: email@example.com and/or by mail to Vantage Advertising, LLC., Attn: Legal, 130 Allens Creek Rd, Rochester, NY 14618.
b. Arbitration.If a Dispute is not resolved through Informal Negotiations, you and Vantage agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, Vantage will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in Section d below.
c. Excluded Disputes.You and Vantage agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
d.WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION.
You and Vantage agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
e. Rules/Standards Governing Arbitration Proceeding.A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.
f. Severability.You and Vantage agree that if any portion of this section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed and the remainder of this section 18 will be given full force and effect.
19.Governing Law; Jurisdiction. Except for the Arbitration Agreement in Section 18, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Monroe, New York.
20.Assignment. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
21.General Provisions. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 8, 10 and 12-23, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Vantage with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Vantage. Vantage’s address for such notices is: firstname.lastname@example.org and/or by mail to Vantage Advertising, LLC., Attn: Legal, 130 Allens Creek Rd, Rochester, NY 14618. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Vantage, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Vantage shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Vantage’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.
22.Changes to this Agreement. We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Vantage Platform. Your continued use of the Vantage Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
23. Severability These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
24.Contact Information. If you have any questions regarding this Agreement, please contact us at email@example.com or by mail the below address:
Vantage Advertising, LLC
130 Allens Creek RD
Rochester, NY 14618
Last updated: January 3, 2020