VENYOU™ SITE OWNER AGREEMENT AND SOFTWARE LICENSE TERMS
Bicycle Theory, Inc. (Bicycle Theory) provides VenYou, a dynamic Content Management System (CMS), to individuals and organizations for use in managing the content on their websites.
The following are the terms and conditions for use of VenYou, the "Services." By signing the VenYou Site Owner Agreement and Software License Terms or by signing in to VenYou, you accept these terms and conditions.
Subject in each case to the terms listed in the remainder of this Agreement, you hereby acknowledge and agree that:
- VenYou may only be used for lawful purposes.
- Your use of the Service is subject to the Prohibited Content and Commerce Statement (below).
- The Services will be subject to monthly subscription fees ("Paid Services").
- VenYou may not be used in any way for the sending of unsolicited email (sometimes called "spam").
2. Services and Support
2.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services.
2.3 You must submit signed Acceptance of a VenYou Proposal in order to use the Services. You will provide true, accurate, current, and complete information about yourself as requested. You are responsible for maintaining the security of your account, passwords, and files.
3. Fees and Payment
3.1 Fees will be billed for Services. The Fees are based on a set fee established by Bicycle Theory You are responsible for reviewing your invoices and remaining aware of the Fees charged by Bicycle Theory The Fee Schedule, including subscriber levels and prices, is subject to change at any time in VenYou's discretion. Bicycle Theory will attempt to notify you via email prior to the effectiveness of any change to the Fee Schedule.
3.2 You will be subject to monthly subscription fees. You will be required to submit payment for Services upon being invoiced. If payment is not received within 30 days of the invoice due date, access to the Services may be disabled until payment is received.
3.3 Payment for Services will be made by check (made payable to Bicycle Theory, Inc.). Fees are payable in US dollars. Amounts paid for the Services are not refundable.
3.4 You acknowledge and agree that you are responsible for paying Fees for all Services provided through VenYou.
4. Website, Email Hosting & Permission Practices
4.1 You cannot copy a VenYou template or any other features or functionality from the Services and use them for any purpose other than managing the content on your website from the Service.
4.2 You are responsible for complying at all times with the VenYou Prohibited Content and Commerce Policy (below).
4.3 Bicycle Theory, at its own discretion, may immediately disable your access without refund to the Services if Bicycle Theory believes in its sole discretion that you have violated the VenYou Prohibited Content and Commerce Policy.
5. Restrictions and Responsibilities
5.1 Bicycle Theory will not use your information or any other customer information for any other purposes than those intended with the Service. Your customer information will not be shared with any other parties unless required by law.
5.2 This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ("Software"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
You may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software, or any content that is not your own. Violation of these restrictions may result in the termination of this Agreement.
5.3 The Services shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the Services or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the Services in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
5.4 You acknowledge and agree that the Services and the Bicycle Theory and VenYou company names and logos and all related product and service names, design marks and slogans, are the property of Bicycle Theory or its affiliates or suppliers (collectively, the "Marks"). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Bicycle Theory. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
5.5 You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). You hereby agree to indemnify and hold harmless Bicycle Theory and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. In addition, you acknowledge and agree that Bicycle Theory has the right to seek damages when you use the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. Although VenYou has no obligation to monitor the content provided by you or your use of the Services, VenYou may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
5.6 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited. For details, see VenYou's Prohibited Content and Commerce Policy (below), the terms of which are incorporated into this Agreement by reference.
5.7 By using the Services, you acknowledge and agree that the Services may automatically add a link within the Links page of your website stating "This website is powered by VenYou" or similar message. In this manner you agree to cooperate with and provide reasonable assistance to Bicycle Theory in promoting and advertising the Services.
5.8 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to Bicycle Theory. Bicycle Theory may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. If you licensed the Services as a result of solicitation by a Marketing Partner of Bicycle Theory, Bicycle Theory may share your information with the Marketing Partner and the Marketing Partner may share information with Bicycle Theory. Bicycle Theory will not provide information to companies you have not authorized for that purpose unless required by law or if you are terminated from VenYou due to unsolicited commercial email being sent from your VenYou account.
5.9 If you receive special discounts through a Marketing Partner, those discounts may not be available if you cease to continue to be a customer of the Marketing Partner, in which case VenYou's standard rates will apply. The Marketing Partner may notify VenYou of any change in your status.
6.1 You may terminate this Agreement at any time by calling VenYou Customer Support. There are no refunds for any fees paid.
6.2 Bicycle Theory may terminate this Agreement or the Services, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Bicycle Theory shall have no liability to you or any third party because of such termination or action.
6.3 Bicycle Theory may delete any of your archived data from the Services within 30 days after the date of termination. Bicycle Theory will provide upon request all customer content entered into VenYou for a fee. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
6.4 If your account is classified (at Bicycle Theory's sole discretion) as inactive for over 120 days, Bicycle Theory has the right to permanently remove your subscriber data from the Services. Bicycle Theory will attempt to contact you via email prior to taking any permanent removal actions.
7. Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. BICYCLE THEORY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND BICYCLE THEORY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Bicycle Theory to use commercially reasonable efforts to adjust or repair the Services.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BICYCLE THEORY OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "BICYCLE THEORY") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BICYCLE THEORY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, BICYCLE THEORY IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF BICYCLE THEORY TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
9. Export of Services or Technical Data
You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
10.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2 Bicycle Theory and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supercedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
10.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Bicycle Theory in any respect whatsoever.
10.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
10.5 The Agreement shall be governed by the laws of the State of Minnesota, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Minneapolis, Minnesota.
10.6 VenYou is a trade name of Bicycle Theory, Inc., a Minnesota corporation.
10.7 VenYou, VenYou.com, associated VenYou products, and the systems, technologies and applications included therein are the exclusive property of Bicycle Theory, Inc.
VENYOU™ PROHIBITED CONTENT AND COMMERCE STATEMENT
Bicycle Theory, Inc. prohibits the use of the VenYou service by any company or site that engages in any of the following:
- Provides, sells or offers to sell the following products or content (or services related to the same): pornography or illicitly pornographic sexual products; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons
- Displays material that exploits children, or otherwise exploits children under 18 years of age
- Posts or discloses any personally identifying information or private information about children without their consent (or their parents consent in case of a minor)
- Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content
- Sells or promotes any products or services that are unlawful in the location at which the content is posted or received
- Introduces viruses, worms, harmful code and/or Trojan horses on the Internet
- Promotes, solicits or participates in pyramid schemes
- Engages in any libelous, defamatory, scandalous, threatening, harassing activity
- Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence
- Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner
In addition, VenYou reserves the right to prohibit the use of VenYou by any company or site in its sole discretion.
This may change from time to time. Any questions about whether your site can use VenYou can be emailed to [email protected].
VenYou, VenYou Menu, VenYou Portfolio and all VenYou Logos, are trademarks or service marks or registered trademarks or service marks of Bicycle Theory, Inc. All other company and product names may be trademarks or service marks of their respective owners.
The documents and graphics published on this server could include technical inaccuracies or typographical errors. Questions or problems regarding this web site should be directed to [email protected]. Bicycle Theory, Inc. and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.
Copyright © 2001-2013 Bicycle Theory, Inc. All rights reserved. Except as permitted under a separate written agreement with Bicycle Theory, Inc., neither the VenYou software, nor any content that appears on any VenYou site, including but not limited to, web pages, newsletters, or templates may be reproduced, republished, repurposed, or distributed without the prior written permission of VenYou. For inquiries regarding reproduction or distribution of any VenYou material, please contact [email protected].