PLEASE READ THIS ACCEPTABLE USE POLICY (THE “AUP”) CAREFULLY BEFORE USING ANY SERVICES AVAILABLE AT HTTPS://VUTU.RE/ (THE “SITE”). IF YOU DO NOT ACCEPT THIS AUP, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

This AUP (as modified from time to time by Vuture Limited in its sole discretion) is a legal agreement between You (“Customer”, “You”, “Your”) and Company (as defined below) and defines the terms and conditions under which You are allowed to use the Services (as defined below). This AUP forms a part of the Agreement and takes effect as soon as You begin using the Services.

 

By using the Services, You agree that the provision and receipt of Services are expressly conditioned on the acceptance of the terms in this AUP. If You enter into this AUP or use the Services on behalf of an entity, You represent and warrant that You have the authority to accept this AUP on the entity’s behalf.

In order to use the Services, You must:

●        be at least 18 years old;

●        complete the registration process;

●        agree to this AUP; and

●        provide true, complete, and up to date contact information to Company.
By using the Services, You represent and warrant that You meet all the requirements listed above. Company may refuse to provide You with the Services, suspend or close Your account, and change eligibility requirements at any time in accordance with the terms of this Agreement.

 

SECTION 1.                    DEFINITIONS.  In addition to terms defined elsewhere in this AUP, the definitions below will apply to capitalized words in this AUP. Capitalized words in this AUP that are not otherwise defined herein shall have the meaning ascribed in the Agreement.

A.     “Agreement” means, as applicable, either the: 1) Terms of Service Agreement located at https://vutu.re/terms/, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer.

 

B.     “Company” or “Vuture” means either Vuture US, Inc. or Vuture Limited based on the Vuture contracting entity on the applicable Ordering Document.

 

C.     “Contact(s)” means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services. For example, a subscriber to Customer’s marketing communications is a “Contact”.

 

D.     “Cookie Notice” means the Company’s Cookie Notice located at https://vutu.re/cookies/, as updated from time to time.

 

E.     “Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any governmental authority, including, but not limited to, where applicable, the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (the, “General Data Protection Regulation” or “GDPR”) and the Data Protection Act 2018 (“UK DPA”). Where relevant to the Customer’s or User’s obligations, when assessing “applicability”, Customer and User shall take into account the Governing Law in in the Agreement and the Laws relating to both the jurisdiction where User is using the Services and the jurisdiction where the Contact resides.

 

F.     “Malicious Code” means harmful or malicious code, files, scripts, agents, programs, or the like designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, corrupting, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system, database, or network (or other device on which such code is stored or installed), including but not limited to viruses, worms, time bombs, and Trojan horses.

 

G.     “Privacy Notice” means the Company’s Privacy Notice, located at https://vutu.re/privacy/, as updated from time to time.

 

H.     “User” means any person, other than Company employees or agents engaged in providing support or implementation services to Customer, accessing and/or using the Services through Customer’s Account.

 

 

SECTION 2.          CUSTOMER AND USER OBLIGATIONS.

 

A.     Customer agrees to, and where applicable, shall ensure that Users agree to:

i.          keep contact information for Customer’s Account updated and promptly respond to queries from Company;

ii.          use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use;

iii.          be responsible for ensuring that User’s computer systems, technology, or other similar items used in connection with the Services do not interfere with or disrupt the integrity or performance of the Services; and

iv.          use the Services in compliance with Laws, the Agreement, and this AUP, as well as the Anti-Spam Policy available at https://vutu.re/anti-spam-policy/.

 

B.     Privacy, Cookies & Tracking Technologies. Customer understands and acknowledges that the Privacy Notice explains how Company handles data processed by and through the Services. Customer agrees to adopt, maintain, and post its own privacy notice or policy that: 1) takes into account the data processing activities described in the Privacy Notice; and 2) complies with all requirements imposed by Laws (particularly as such notice relates to notice, consent, and disclosure in connection with the collection, sharing, and use of any information about a Contact). In addition, Customer acknowledges that the Services employ the use of cookies and similar tracking technologies (“Cookies”), as further described in Company’s Cookie Notice. Accordingly, Customer represents and warrants that it has taken all necessary and appropriate steps to comply with Laws, including, if applicable, by ensuring that each Contact is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies and/or other information on the Contact’s device where such activity occurs in connection with the provision of the Services. Customer shall promptly notify Company if it is unable to comply with the above obligations.

 

SECTION 3.          ACCESS LIMITS. The Services may be accessed by no more than the specified number of Users set forth in Customer’s Ordering Document (unless such Ordering Document specifies unlimited Users). User licenses cannot be shared or used by more than one User; provided, however, User licenses may be reassigned to replace former Users who no longer access the Services.

 

SECTION 4.          RESTRICTIONS ON USE.

 

A.     Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly:

i.          inaccurately represent its organization or impersonate any other person, whether actual or fictitious;

ii.          access or use the Services except as permitted in the Agreement and this AUP;

iii.          host images or content on Company servers or through the Services for any purpose other than for the purpose of using the Services as permitted in the Agreement and this AUP;

iv.          use the Services to store or transmit Malicious Code;

v.          interfere with or disrupt the integrity or performance of the Services or third party data contained therein;

vi.          use the Services in any other manner that puts an excessive burden on the bandwidth of the Services;

vii.          attempt to gain unauthorized access to the Services or their related systems or networks by any means or methods;

viii.          attempt to probe, scan, or test the vulnerability of the Services or perform any penetration testing against or on the Services;

ix.          use the Services to encourage or facilitate any illegal activities; or violate any Laws, including but not limited to those related to e-commerce, infringement, defamation or privacy; or

x.          use the Services to compete with the Services or Company in any manner.

B.     Intellectual Property Restrictions. Customer shall not (and shall not permit any third party to):

i.          except as expressly permitted in writing by Company, sell, resell, rent, or lease the Services or any part of the Services;

ii.          remove or alter trademark, logo, copyright, or other proprietary notices or labels from the Services;

iii.          copy, frame or mirror any part or content of the Services, other than in connection with Customer’s permitted use of the Services for Customer’s own internal business purposes,

iv.          create derivative works based on the Services;

v.          reverse engineer, reverse assemble, decompile, or attempt to discover or extract the source code, object code, underlying structure, or algorithms, found at or through the Services or any software, documentation, or data related to the Services; or

i.          access the Services for the purposes of (a) building a competitive product or service; (b) copying or reproducing any features, functions or graphics of the Services; (c) monitoring the availability, performance or functionality of the Services; or (d) benchmarking or conducting any activities that are competitive with the Services or Company. No rights are granted to Customer other than as expressly set forth in the Agreement.

 

 

C.     Customer Content. Customer acknowledges and agrees that Customer is responsible for the nature and content of all of the Customer Content, including but not limited to, the accuracy, quality, integrity and legality of the Customer Content and the means by which Customer and its Users acquire Customer Content. Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly, use the Services to process, store, transmit, link to, display, or solicit content:

i.          about or relating to:  (a) individuals under 18 years of age; and/or (b) pornography, nudity, adult novelty items, or escort services; financial information, stock trading, FOREX, mortgages or other loans, insurance, debt collection, credit repair, offers to make money online or work from home businesses, payday lender related content, the production, sale, exchange, storage, or marketing of cryptocurrencies, initial coin offerings, or penny stocks; gambling related content (including, but not limited to, poker, casino games, horse and dog racing, and betting on college and pro sporting events); horoscopes, dating services, daily deals, coupons, paid surveys, lead generation services, affiliate or multi-level marketing, or Ponzi schemes; DJ/nightclub or event/club promotions/party lists; the selling of personal data of any kind, list brokers or list rental services; recruitment or job-seeking services; firearms, bombs, grenades, or other weapons; pharmaceuticals, drugs (illegal or otherwise), diet advice, nutritional advice, or supplements; illegal goods or software (including but not limited to pirated computer programs or viruses); violence against any governments, organizations, groups, or individuals or which provides instruction, information or assistance in causing or carrying out such violence; or any other content that Company deems inappropriate in Company’s sole discretion;

i.          that is defamatory, libelous, offensive (including hate speech, blatant expressions of bigotry, prejudice, racism, hatred, or excessive profanity), obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable (as determined by Company in Company’s sole discretion);

ii.          that materially violates the industry standards, policies and applicable guidelines published by generally recognized industry associations; and/or

iii.          that violates or infringes: 1) any applicable Laws; or 2) the rights of a third party (including a third party’s privacy and/or intellectual property rights).

A.     Sensitive PII. Customer understands and acknowledges that the Services are not configured to process, receive, and/or store Sensitive PII. “Sensitive PII” is defined as: 1) protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”); 2) “nonpublic personal information” (“NPI”) as defined under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); 3) data on any minor under the age of thirteen, including any such information that would be subject to the Children Online Privacy Protection Act (“COPPA”); 4) card holder data under the Payment Card Industry Data Security Standard; 5) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (the “special categories of personal data” identified in Article 9 of GDPR); or 6) social security numbers, driver’s license or state identification number or other government related identifier, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information. As such, Customer agrees not to, and not to permit Users to transmit, request, provide Company with access to, submit, store, or include any Sensitive PII through the Services. Customer agrees that Company may terminate this Agreement immediately, without refund, if Customer is found to be in violation of this clause.

SECTION 5.          COMPANY’S RIGHTS.

A.     Monitoring. Company reserves the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, to ensure compliance with the terms of this AUP and the Agreement.  In connection with the foregoing, Customer agrees to promptly provide records and/or other information requested by Company. Company reserves the right to limit Customer’s access to Customer’s Account at any time if Company believes, in its sole discretion, that Customer or its Users have violated or may violate any terms set forth in this AUP or the Agreement.

B.     Disclosure. Company shall have the right to disclose communications between (i) Customer and (ii) its email recipients and other users of its services to the extent required by Law, including, without limitation as required by legal process or court order.  Company shall have no obligation to notify Customer of requests for such disclosures except as otherwise required by this AUP or the Agreement.

C.     Right to Remove, Suspend, Terminate. Company may, in its sole discretion, remove any Customer Content, suspend, or terminate Customer’s use of the Services for any actual or alleged breach of this AUP or the Agreement at any time. For clarity, removal, suspension, or termination pursuant to this clause will not terminate Customer’s obligation to pay any fees owed to Company.