Your use of the Website in any manner, whether browsing, offering your thoughts and ideas, activating an account with us, or making a purchase, constitutes your acknowledgement that you have read the Terms and that you agree to follow and be bound by it, and you represent and warrant that you have the right, authority, and capacity to do so. Vision Performance reserves the right to update or modify this Agreement at any time without prior notice. For this reason, we encourage you to review this Agreement whenever you purchase products from us or use the Website. If you do not accept and agree to all of the provisions of the Terms, including changes thereto, then do not access or use the Website.
SECTION 1 – ACCOUNTS
In order to use certain features of the Website, you may be required to register for an account with us by providing certain information about yourself as prompted by our registration form. You represent and warrant that: (a) all registration information you provide is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) such information will not misrepresent your identity or your affiliation with any person or organization. You may request changes to your registration information and/or terminate your account at any time, for any reason, by sending a written e-mail request with “Update Information” and/or “Cancel Account” (as applicable) in the subject line to email@example.com. Please allow at least 48 hours for updates and/or terminations to take effect. Without limiting anything set out elsewhere in this Agreement, we may suspend or terminate your account at any time for any reason without affecting our rights under this Agreement.
You are fully responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account, including without limitation, the use of your account by members of your household or anyone else. You agree to immediately notify Vision Performance of any unauthorized use, or suspected unauthorized use of your account, or any other breach of security, by sending an e-mail to firstname.lastname@example.org with “Unauthorized Use” in the subject line. Vision Performance will not be liable for any loss or damage arising from your failure to comply with the above requirements.
SECTION 2 – PROPRIETARY RIGHTS
The Compass 360 logos and trademarks, as well as other marks, trade names, trademarks, and logos on the Website, are the properties of their respective owners. You may not use, reproduce, copy, or manipulate such logos in any manner without the prior written consent of the owner.
The contents of the Website, including text, images, photographs, illustrations, graphics, headers, data, information, and software (collectively, "Content") are subject to copyright, trademark, or other proprietary rights or licenses held by Vision Performance or a Vision Performance affiliate or by third parties who have licensed their rights to Vision Performance. All Content is protected by copyrighted under the U.S. and international copyright laws and Vision Performance owns, to the fullest extent allowed by such law, the copyright in the arrangement, coordination, enhancement, and selection of such Content and the Website. Except as expressly permitted in these Terms or on the Website, you may not make copy, modify, or create derivative works of the Content. In addition, you may not distribute, publish, transmit, reuse, repost, and "frame" the Content in any manner or sell or attempt to sell the Content.
SECTION 3 – USER CONTENT/COPYRIGHT COMPLAINTS
Vision Performance is pleased to hear from users and welcomes your comments regarding our products and services. However, our company policy does not allow us to accept or to consider creative ideas, suggestions, proposals, plans, or other materials other than those we have specifically requested. We hope that you will understand that the intent of this policy is to avoid the possibility of future misunderstandings when projects developed by our employees and agents might seem to be similar to creative works submitted by users. Accordingly, while we value your feedback, we must ask that, other than User Content (as described below), you do not send creative ideas, suggestions, proposals, plans, or other materials to us.
“User Content” means any and all information, content, feedback, photographs, reviews or other materials that a user posts, submits, displays publishes or transmits (hereinafter “post”) to other users or other persons on or through interactive features of the Website or via Compass360-branded social media channels. You understand and acknowledge that all User Content will be considered non-confidential and non-proprietary. You further understand and acknowledge that you are solely responsible for User Content posted by you and that you, not Vision Performance, assume full responsibility for all risks associated with such User Content, including, without limitation, its legality, reliability, accuracy, and appropriateness. For avoidance of doubt, you acknowledge and agree that Vision Performance is not responsible or liable to any third party for any User Content posted by you or any other user. We are not obligated to backup any User Content and User Content may be deleted at any time. You hereby grant to Vision Performance, and our affiliates, licensees, successors and assigns, an irrevocable, nonexclusive, royalty-free, fully paid, worldwide license to use, reproduce, distribute, publicly display, modify, perform, prepare derivative works of, incorporate into other works, exploit and otherwise disclose to third parties your User Content for any purpose. You represent and warrant that (i) you own or control all rights in and to your User Content and have the right to grant the license granted above, and (ii) all of your User Content will comply with this Agreement.
User Content must comply with all applicable federal, state, local and international laws, rules and regulations. Without limiting the foregoing, User Content must not: (i) contain any material which is deceptive, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; (iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that may otherwise be in conflict with this Agreement; (v) promote any illegal activity or advocate, promote or assist any unlawful act; (vi) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (vii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (viii) involve commercial activities or sales, such as sweepstakes, contests and other sales promotions, barter or advertising; or (ix) give the impression that it emanates from or are endorsed by Vision Performance.
Vision Performance respects the intellectual property rights of others and we ask our users to do the same. Vision Performance will respond to notices of alleged copyright infringement in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. If you believe in good faith that any material on the Website infringes your copyright, you (or your agent) may send our Agent for Notice of claims of copyright or other intellectual property infringement ("Agent") a written notice requesting that we remove or block access to the infringing material. Your notice to us must include the following information:
(1) An electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
(2) Identification of the copyrighted work or other intellectual property that you claim has been infringed upon;
(3) A description of where the material that you claim is infringing is located on the Website with enough detail that we may find it;
(4) Your address, telephone number, and email address;
(5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(6) Information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing content; and
(7) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see www.loc.gov/copyright).
Notices and counter-notices must be emailed to our Agent at Jake@compass360gear.com
SECTION 4 – DISCLAIMERS
THE WEBSITE AND ALL CONTENT AVAILABLE ON THE WEBSITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VISION PERFORMANCE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Your use and browsing of, and any reliance by you upon, the Website are at your own risk. You acknowledge that you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment you use in connection with your use of the Website, and that Vision Performance shall not be liable for any damages of any kind related to your use of the Website. If you are dissatisfied with the Website or the content available on the Website, or with any of the terms and conditions of this Agreement, your sole and exclusive remedy is to discontinue accessing and using the Website.
Vision Performance attempts to ensure that the Content on the Website is complete and current. However, Vision Performance cannot guarantee that the information contained on the Website will not contain errors, inaccuracies, or omissions, which omissions may relate to price or to product description or availability. Vision Performance reserves the right to correct any error, inaccuracy, or omission, or to change or update the Content without prior notice to you. Further, Vision Performance reserves the right to refuse or cancel any orders containing any error, inaccuracy, or omission, whether or not the order has been submitted, confirmed and/or your credit card has been charged. If your credit card has been charged for the purchase and your order is canceled, Vision Performance shall promptly issue a credit to your credit card.
SECTION 5 – LIMITATIONS OF LIABILITY
IN NO EVENT SHALL VISION PERFORMANCE, ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS OR OTHER REPRESENTATIVES, BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, INABILITY TO USE, OR RESULTS OF USE OF, THE WEBSITE OR ANY CONTENT ON THE WEBSITE, EVEN IF VISION PERFORMANCE OR ANY OF THE FOREGOING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE WEBSITE AND THE CONTENT THEREON, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE. IF ANY PORTION OF THIS LIMITATION IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN TOTAL LIABILITY TO YOU SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
SECTION 6 – LINKS TO THIRD PARTY WEBSITES
SECTION 7 – VENUE FOR DISPUTES
The Website and the Agreement are governed by the internal substantive laws of the State of New York without regard to conflict of law provisions. Jurisdiction for any claims arising under the Agreement shall lie exclusively with the state or federal courts in New York County, New York. To the fullest extent permitted by applicable law, no claim under the Agreement may be joined to any other claim, including any legal proceeding involving any other current or former user of the Website, and no class action proceedings will be permitted. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Agreement must be filed within one (1) year after such claim or cause of action arose. The Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. For avoidance of doubt, this Section will survive termination of the Agreement.
The Agreement constitutes the entire agreement between you and Vision Performance regarding your use of the Website. Our failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. The section titles in the Agreement are for convenience only and have no legal or contractual effect. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Vision Performance’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Agreement shall be binding upon permitted assignees.