- Eligibility. You must be at least 18 years of age to access and use the Service. Any use of the Service is void where prohibited. By accessing and using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are accessing the Service on behalf of a corporation or other entity, you represent and warrant that you are authorized to do so. Using the Service may be prohibited or restricted in certain countries. If you use the Service from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Site or Service.
- User Registration.
- Account Sign Up. Although you may browse the Site without registering, all Users (including both free and subscription-based users) will need to first register with the Service in order to use it. You may register for the Service by visiting the Site and following the Site’s instructions and prompts. Certain features (such as additional vPeer Learn Bank resources, vPeer influencer sessions, coaching, and more) are only available to paid subscribers (as set forth in Section 4 below). We also reserve the right to disallow anyone from registering for the Service.
- Enterprise or Company Subscriptions and Users. As set forth on the Site, vPeer offers an Enterprise or Company Subscription to companies and organizations (each, a “Company” or “Network”). Enterprise Subscriptions allows a Company to provide access to multiple employee, representative, consultant, contractor, agent, or volunteer accounts of Company (each, a “Company User” or “Network User”) to use the Service on an intra-company basis. Compay User’s may be set up on the Service by inviting each Company User to join the Service and input the Company’s account login information. Once signed into the Service, Company Users may take advantage of all of the service offerings and features available on the Service within an intra-company network. Except as otherwise noted, Enterprise Subscriptions will be bound by the terms and conditions of this Terms.
- Protecting Login Credentials. You will be required to select a username and password (“Login Credentials”) when completing the registration process. Whether you are an individual or Company User, you are solely and fully responsible for maintaining the confidentiality of your Login Credentials, and you are solely and fully responsible for all activities occurring under your username and password. You may not share your account information, or allow access to your account, by any third party. You agree to use reasonable efforts to prevent unauthorized access to or use of the Service and to preserve the confidentiality of your Login Credentials, and any device that you use to access the Service. To that end, you agree to immediately notify your Company representative or vPeer at the contact information provided herein of any unauthorized use of your username and password or any other breach of security. vPeer shall not be liable for any loss, damage or other liability arising from your failure to comply with this section or from any unauthorized access to or use of your account.
- Company or Network Responsibilities. Notwithstanding the foregoing, each Company is solely responsible for all activity occurring under its User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Company’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Each Company, via an authorized User, shall: (i) notify vPeer immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) not impersonate another Service user or provide false identity information to gain access to or use the Service. Company vPeer “Admins” have Company or Network management roles and access to services and data as agreed upon.
- Subscriptions, Fees and Payments.
- Subscriptions. Though basic access to the Service is currently free, vPeer offers premium and enterprise subscriptions to the Service (each, a “Subscription”). Any Subscription fee, functionality, and other information pertaining to the Subscription offerings will be set forth on the Service or communicated to you directly by a vPeer representative. The Subscription policies that are disclosed to you when you subscribe are a part of this Agreement. You agree to pay all fees for the Subscription that you select, as well as any other purchases you agree to make on the Service. You will not receive full access to the paid-portions of the Service until all Subscription fees have been received by vPeer. Subscription fees are not refundable in whole or in part, even in the event your account is terminated by you or by vPeer. In the event vPeer terminates your account (as provided for in this Terms), your access to the Service will terminate immediately.
- Payments. For paid users, vPeer bills you through an online account (your “Billing Account”) that you set up when you register for the Service or sign up for a Subscription. You authorize vPeer to charge you charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using the selected Payment Method. vPeer may correct any billing errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
- Billing Information. You agree to provide us with complete and accurate payment, billing and contact information. This information includes your legal (company) name, street address, email address, name and telephone number of an authorized billing contact (if different from yourself), and relevant payment information. You agree to update this information prior to the next billing cycle and in no event later than 30 days of any change to it. If the contact and payment information you have provided is false or fraudulent, we reserve the right to terminate your Subscription and access to the Service in addition to any other legal remedies.
- Auto-Renewal. By purchasing a Subscription, you agree that, once your Subscription expires, your Subscription will automatically renew for successive monthly or annual periods unless you cancel your Subscription as further described below. You authorize vPeer to charge you charge your chosen Payment Method for any renewal subscription. You will be billed for the same subscription plan (or the most similar subscription plan, if your prior subscription plan is no longer available) at the then-current subscription price plus any applicable taxes. Additional terms and conditions may apply upon renewal, and subscription fees may change at any time, to the fullest extent permitted under applicable law. We will notify you of any changes to your subscription via email. You are solely responsible for ensuring that the email address associated with your account is accurate.
- Cancellation. If you wish to cancel your subscription, you may do so by contacting a vPeer representative or by visiting the “Contact Us / Help” or Account Settings feature on the Site (while you are logged in) and following the instructions therein. In the event you cancel your Subscription, your account will remain active through the end of the then-current Subscription term. While your Subscription will not be renewed at the end of the then-current term, you will not be eligible for a prorated refund of any portion of your Subscription fees previously paid.
- Disputes or Chargebacks. If you believe you have been incorrectly charged by vPeer, you must contact us in writing within 30 days of the billing date for the charge in question to be eligible to receive an adjustment or credit. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, vPeer may in its discretion terminate your account immediately. If we successfully dispute the reversal, and the reversed funds are returned, you are not entitled to a refund or to have your account or subscription reinstated.
- Taxes. You will be liable for any taxes (including VAT, if applicable) required to be paid for the Service provided under this Agreement (other than taxes on vPeer income).
- Reservation of Rights. vPeer reserves the right to modify its fees and charges and to introduce new charges, upon at least 30 days prior notice to you, which notice may be provided by email. Unless otherwise set forth in the notification, all pricing changes will take effect on the first applicable billing date after the 30 day notice period for your Subscription.
- User License.
- License to You. Subject to this Agreement, vPeer policies, and to the extent permitted under all applicable laws and regulations, vPeer grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable and revocable license to access and use the Service solely for your own personal, non-commercial use.
- License Limitations. You may not directly rent, lease, lend, sell, redistribute or sublicense the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in the Terms, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.
- Acceptable Use Policy.
- Your Responsibilities. By registering for, accessing and using the Service, you understand and agree that you are responsible for the following:
- Your compliance with this Agreement;
- Taking appropriate security measures to prevent the unauthorized disclosure of your Login Credentials;
- The accuracy, quality, integrity, legality, reliability, and appropriateness of the content you submit to the Service;
- Complying with applicable local, state, federal and international laws, regulations, and ordinances with respect to your use of the Service, including but not limited to those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data;
- All activity that occurs under your account; and
- Procuring all necessary rights to use any third party software (e.g., web browser), services (e.g., internet access) or equipment that may be needed to use the Service.
- Restrictions on Use. You further agree not to:
- Use any content or information available through the Service for any unauthorized or commercial purpose;
- use the Service for any purpose, in violation of local, state, national, or international law;
- use the Service to advertise or solicit any user to buy or sell any products or services not offered by vPeer;
- attempt to solicit or raise money for any purpose;
- solicit, or attempt to solicit, users to visit a third-party site;
- interfere with or damage the Service including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
- collect, store, or distribute any information about any other user other than in the course of the permitted use of the Service;
- solicit, or attempt to solicit, personal information from other users;
- restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users;
- gain or attempt to gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
- engage in spidering, “screen scraping,” “database scraping,” harvesting of email addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Service;
- impersonate any person, company, or entity;
- restrict or inhibit any other user from using or enjoying the Service;
- intentionally or unintentionally violate any applicable law or regulation;
- Send or otherwise transmit to or through the Service chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
- access, tamper with, or use non-public areas of the Service, vPeer’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of vPeer’s providers; or
- assist any third party in doing any of the foregoing.
- User Content. The Service allows you to post or submit content to or through the Service, including, without limitation, written materials, photographs, videos, messages, documents, images, or any other information or audiovisual material (collectively, “User Content”). You are solely responsible for User Content that you post or submit to or through the Service.
Content License. By posting or submitting User Content on the Service, you grant and warrant that you have the right to grant (or have obtained all necessary third party permissions to grant) to vPeer and its licensees, affiliates, successors, and assigns, a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, sublicenseable right and license (“License”) to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit User Content anywhere in the world, in whole or in part, in any media now known or hereafter developed, for purposes of providing the Service to you and otherwise in connection with the Service.
You also grant all other users of the Service a non-exclusive, irrevocable, worldwide, royalty-free license to access, view, and reproduce User Content for non-commercial, personal purposes as permitted through the functionality of the Service. These rights are limited and non-sublicenseable.
You are solely responsible for all User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further represent and warrant that you have obtained all necessary consent and authority from any individual whose likeness appears in any of User Content which you post on or submit to the Services to: 1) post and submit such content on or to the Services; and 2) permit vPeer and our licensees, affiliates, and successors to use such content in accordance with the foregoing license.
You hereby waive, represent, and warrant that you have obtained the waiver of any and all moral rights in User Content that you submit or post on or through the Service including, without limitation, rights of attribution or integrity, and any similar rights in any jurisdiction worldwide.
- Proprietary Rights. vPeer owns and retains all proprietary rights in the Site and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Site contains the copyrighted material, trademarks, and other proprietary information of vPeer and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site or through the Service, without first obtaining the prior written consent of vPeer or, if such property is not owned by vPeer, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
Copyright Policy; Take-Down Requests. In submitting or otherwise uploading any User Content to the Services, you may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or proprietary information without obtaining the prior written consent of the owner. If you believe that your work has been copied and posted on the Services in any way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable vPeer to find the alleged infringing material, such as a url);
- your address, telephone number and email address;
- a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Notice of claims of copyright infringement should be provided to vPeer’ Copyright Agent at the following address:
Agent: vPeer’s Copyright Agent
Address: vPeer, LLC
1211 S Prairie Avenue, Suite 5902
Chicago, IL 60605
Email: [email protected]
vPeer will process proper Take-Down Requests, will promptly remove or disable access to any offensive or infringing content, and will terminate the accounts of repeat infringers.
Interactions with Other Service Users. You understand that, except as specified herein, vPeer does not screen users or perform criminal background checks of other users. vPeer makes no representations or warranties as to user conduct. vPeer reserves the right, without obligation, to: 1) monitor all interactions between users; and 2) take any action in good faith to restrict access to or the availability of any Your Content which vPeer considers prohibited.
You are solely responsible for interactions with other Service users. vPeer shall not be responsible for any damage or harm resulting from your interactions with other users of the Service, and you irrevocably release the vPeer Parties (as defined below) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. When interacting with other users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. You are responsible for taking all necessary precautions if you decide to communicate outside of the Service or meet in person.
NEITHER VPEER NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE VPEER AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. VPEER AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER REGISTERED USERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM VPEER OR ANY OF ITS AFFILIATES OR LICENSORS WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.
- Links. The Service contains links to other internet sites and resources, and you acknowledge and agree that: 1) vPeer shall not be responsible for the availability of such external sites or resources; and 2) vPeer does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such services or resources. You agree that vPeer shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Service or resource.
Disclaimer. The Service, including, but not limited to the Site and the entirety of its contents, is provided “AS IS” and “AS AVAILABLE” basis and vPeer hereby disclaims (except where prohibited by law) all express and implied warranties including, but not limited to, warranties of merchantability, title, non-infringement, and fitness for a particular purpose. vPeer expressly disclaims any representation that:
- the Service will meet your requirements;
- access to the Service will be uninterrupted, timely, secure, or error-free;
- any information obtained through or from the Service will be accurate or reliable;
- the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet expectations;
- any user-provided information will not be disclosed, in the absence of user-provided approval, to third parties; or
- any data or software errors will be corrected.
VPEER SHALL NOT BE HELD RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OF ANY TELEPHONE SYSTEM, CABLE SYSTEM, COMPUTER EQUIPMENT, MOBILE DEVICE, SERVER, PROVIDER, OR SOFTWARE. VPEER SHALL NOT BE HELD RESPONSIBLE FOR ANY INJURY OR DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE RESULTING FROM USE OF THE SITE OR SERVICE INCLUDING, BUT NOT LIMITED TO, WEB PAGE VIEWING, FILE DOWNLOADING, SERVER USE OR ACCESS, OR FOLLOWING SERVICE LINKS. YOU ACCESS THE SERVICE AT YOUR OWN RISK AND ARE SINGULARLY RESPONSIBLE FOR ANY LOSS, DAMAGE, OR COSTS INCURRED DURING SUCH ACTIVITY. VPEER SHALL NOT BE RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE SERVICE, REGARDLESS OF THE CAUSE OF SUCH INACCURACY. VPEER SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OF ANY USER OF THE SERVICE. VPEER SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OPERATIONAL DELAY, COMMUNICATION LINE FAILURE, OR THEFT DESTRUCTION, OR ALTERATION OF YOUR COMMUNICATION. NO DATA OR INFORMATION OBTAINED FROM VPEER OR THE SERVICE SHALL CREATE ANY WARRANTY.
ALL USER CONTENT AND/OR THIRD PARTY CONTENT MADE AVIALABLE ON THE SITE OR SERVICE IS THE RESPONSIBILITY OF THE RESPECTIVE AUTHORS/OWNERS. VPEER DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE SITE OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE SITE OR SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR SERVICE, OR TRANSMITTED TO OR BY ANY USERS.
THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Limits on Liability. VPEER, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS (“VPEER PARTIES”) SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE WITH RESPECT TO THE SERVICE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO: 1) THE SERVICE’S AVAILABILITY; 2) THE ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR THIRD PARTY, WHETHER ONLINE OR OFFLINE; 3) YOUR COMMUNICATIONS AND INTERACTIONS WITH ANY USERS, THIRD PARTIES, OR ANY OTHER INDIVIDUALS IDENTIFIED TO YOU THROUGH YOUR USE OF THE SERVICE; 4) ANY SERVICE OR USER CONTENT; 5) THESE TERMS; 6) ANY GOODS OR SERVICES ACQUIRED AS A RESULT OF ANY INFORMATION OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; OR 7) ANY USE OF GOODS OR SERVICES MADE AVAILABLE ON ANY INTERNET RESOURCE OR WEBPAGE LINKED THROUGH THE SERVICE, EVEN IF THE VPEER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE VPEER PARTIES’ AGGREGATE LIABILITY TO YOU IN ANY MATTER ARISING FROM OR RELATED TO THE SERVICE OR THE AGREEMENT, SHALL NOT EXCEED THE SUM OF EITHER ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO VPEER DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, WHICHEVER IS GREATER.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, VPEER’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
Indemnification. You agree to indemnify and hold harmless the vPeer Parties from and against any loss, liability, or expense, including reasonable attorneys’ fees and expenses and court costs, arising out of or related to: 1) any third party claim against any vPeer Party alleging that User Content posted or submitted to the Service infringes any of the third party’s rights; 2) your breach of any provision of this Agreement and/or any representation or warranty identified herein; 3) your violation of any law or regulation; or 4) any cost or expense vPeer incurs in enforcing this Section. vPeer reserves the right to control the defense and settlement of any action or proceeding against any vPeer Party that you are bound to defend pursuant to the foregoing.
Termination. vPeer, in its sole and unfettered discretion, may terminate your access to the Service for any reason including, without limitation, your breach of this Agreement. You agree that any termination of your access to the Service may be effected without prior notice, and you agree that: 1) vPeer may immediately deactivate or delete any of your accounts and all related information and files in such accounts; and 2) bar any subsequent access to the Service or User Content. You agree that vPeer shall not be liable to you for any costs or damages of any kind for or resulting from any termination of your Service access. vPeer reserves the right to block users from certain IP addresses from accessing the Service. All provisions of this Terms that by their nature should survive termination of your right to use the Service shall survive (including, without limitation, all limits on liability, releases, disclaimers of warranties, indemnification obligations, and intellectual property protections and licenses).
Discontinuance of Service. vPeer reserves the right to modify or discontinue, temporarily or permanently, any portion of the Service without prior notice. You agree that vPeer shall not be liable to you or to any third party for any modification or discontinuance of any portion of the Service.
Changes to Terms. vPeer reserves the right to alter the Agreement at its sole discretion and without prior notice. However, if the revision is material, we will try to provide you with at least 5 day’s notice of the new Terms by posting them to our Service, by email, or any other means we deem appropriate. Use of the Service after posting of amended terms will be governed by those amended terms, and continued use of the Service now or following modifications to these Terms confirms that you have read, accepted, and agree to be bound by such modifications. The then-current Terms will govern any disputes arising before the effective date of the amended terms.
Choice of Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the United States of America and, to the extent not inconsistent therewith, the laws of the State of Illinois without regard to conflicts-of-laws principles that would require the application of any other law. You agree that the proper and exclusive forum for any claim arising under these Terms will be the state and federal courts located in Chicago, Illinois.
Severability. If any provision – or portion of a provision – of this Agreement is held invalid, unenforceable, or void, the remainder of the Agreement shall remain unaffected and shall continue in full force and effect.
Separability. This Agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto.
Merger. This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written, pertaining to the managerial relationship outlined herein. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. No waiver or any breach of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof.
Assignment. You may not assign this Terms or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior written consent of vPeer. vPeer may assign this Terms, including all its rights hereunder, without restriction.