Welcome to VHX, a service of VHX Corporation (“we” or “us”). VHX provides you with the opportunity to buy or rent original multimedia programs for download and/or streaming (each a “Program”).
You will be required to accept this Terms of Service agreement (the 'Agreement') prior to registering with or using VHX. If you do not agree to be bound by the terms of this Agreement, you may not register to use VHX. We may revise and update this Agreement from time to time. If you are a registered user, we will attempt to inform you of any material changes. You may also view the most recent Agreement on the VHX website.
To use VHX, you must register and create an account ('Account'). You agree that all information supplied by you during the registration process is accurate, current, and complete, and that you have the authority to bind any business or entity in whose name you have created an account. Inaccurate or incomplete registration information may result in suspension of your account. You are solely responsible for maintaining the security of your Account and for all activity that occurs under your Account. You agreed to notify us immediately if you suspect any unauthorized access to or use of your Account.
We expressly prohibit the use of VHX by anyone younger than 13 years of age. By creating an Account, you affirm that you are at least 13 years of age, and, where necessary, you have the permission of a parent or guardian to create an Account and use VHX.
We do not have any duty or contractual obligation to monitor VHX for restricted, inappropriate or unlawful Programs, and assume no responsibility or liability that may arise in connection with such Programs. All opinions and statements expressed by or in Programs are those of the producer and/or original authors alone (the 'Producer'), not of VHX. Notwithstanding the foregoing, we reserve the right to review, block and/or remove Programs, in our sole discretion and without notice or liability to you or any third party.
VHX does not verify or guarantee the truth or accuracy of any information provided by any Producer with regard to the subject matter, quality, or availability of any Program or related materials. We are under no obligation to become involved in disputes between VHX users, and are not liable for any damages or loss incurred related to your use of VHX or Programs. You agree that you are solely and exclusively responsible for, must evaluate and make your own judgment about, and bear all risks associated with your interactions with Producers and other VHX users.
Producers may provide links to websites unrelated to VHX. These sites may have their own terms of service and privacy policies that do not apply to VHX. VHX is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.
When you make a purchase, you are granted a non-exclusive, non-transferable, non-sublicensable rights and license to stream and/or download Programs as permitted by the Producer and this Agreement. You acknowledge that unless otherwise expressly stated by its Producer, Programs are intended for your personal, private, non-commercial use only; you may not use any Program for any commercial purpose or for public display. Your purchase does not constitute an assignment or transfer to you of any intellectual property rights in any Program or any elements thereof; to the extent the Producer owns such rights, it retains such rights. You agree not to make any use of any Program that infringes the rights, including copyright and trademark rights, of the Program’s Producer or any third party. Specifically, unless otherwise expressly authorized by the Producer, you shall not copy (except to make a backup copy), distribute, publicly perform or display, sublicense, sell, rent, lease, broadcast, or otherwise assign or transfer any Program or any rights therein to any third party.
VHX, the VHX website, and all elements thereof, as well as all customer information and analytical information regarding uses of VHX (“VHX Content”) are owned by VHX Corporation and are protected by copyright, trademark, trade secret, and other laws. VHX Corporation owns and retains all rights, including the worldwide copyright, in all elements of VHX Content solely and exclusively, for the duration of the rights in each country, in all languages, and throughout the universe. VHX is a trademark or registered trademark of VHX Corporation.
We take claims of copyright infringement seriously. Please refer to our Copyright Policy for an explanation of the steps you should take if you believe any Program made available through VHX, or any element thereof, infringes your copyright.
This Agreement remains in effect from the moment you create your Account until terminated by you or us. You may terminate this Agreement at any time by deleting your Account as instructed on the VHX website. We reserve the right to (i) terminate or restrict your Account and/or access to VHX, and (ii) remove or restrict access to any Program, for any reason for no reason whatsoever, including if we in our sole discretion consider your use of VHX to be in breach of any term of this Agreement or otherwise unacceptable. We may, but are under no obligation to, provide you with a warning prior to such termination or restriction. We will not be liable to you or any third party for termination or restriction of your Account and/or access.
VHX CORPORATION PROVIDES VHX ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VHX CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VHX Corporation does not warrant or make any representations of any kind regarding VHX, or the use, validity, accuracy, or reliability of, or the results of the use of, or otherwise respecting, VHX or any Program available thereon. Your use of VHX is solely at your own risk. VHX Corporation also makes no representations or warranties that VHX will be uninterrupted or error-free, or with respect to Programs available through VHX.
Limitation of Liability
To the maximum extent permitted by law, VHX Corporation, its directors, officers, shareholder, employees, representatives, consultants, agents, suppliers, and distributors shall not be liable for (a) any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, or (b) damages relating to any conduct or Program of any VHX user, including without limitation, defamatory, offensive or illegal conduct or Programs. This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not VHX Corporation has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose.
To the maximum extent permitted by applicable law, the total liability of VHX Corporation, its directors, officers, shareholder, employees, representatives, consultants, agents, suppliers, or distributors for any claim hereunder, including for any implied warranties, **shall not exceed the amounts paid by you over the twelve (12) months preceding your claim(s).
Some jurisdictions may not allow the exclusion of certain warranties or the exclusion/limitation of liability as set forth above, so these limitations above may not apply to you.
You agree to indemnify, defend, release, and hold harmless VHX Corporation and its directors, officers, shareholder, employees, representatives, consultants, agents, suppliers, and distributors from any liability, claim, demand, or damages (including attorneys’ fees and costs) of every kind and nature, brought by any third party and arising out of or in any way connected to the following:
- Unauthorized access to or use of any Program by you or any third party.
- Disputes between you and any Producer or other VHX user.
- Your use of VHX in violation of this Agreement, any applicable law, or any rights of any third party.
Governing Law; Dispute Resolution
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to conflict of law provisions.
Except as otherwise provided herein, all disputes which arise pursuant to any breach or alleged breach of this Agreement shall be submitted to JAMS, a national alternative dispute resolution (“ADR”) company, in New York City. JAMS will have full discretion to choose a Neutral, provided that the Neutral to be selected must be experienced in ADR as well as in the issues underlying the dispute. The Neutral will have full and binding authority to evaluate any and all disputes between the parties, and to determine the best method to resolve said disputes, whether through mediation, mini-trial or arbitration, and to issue final and binding decisions fully resolving all disputes. You and VHX agree that ADR is proper to resolve such dispute, and each waives its right to a jury trial. Notwithstanding the forgoing, disputes arising pursuant to Producer’s breach of its representations and warranties with respect to intellectual property rights in and to Programs and Program Content shall be resolved by litigation in the courts of the State of New York, including the federal courts therein, and each party hereto consents to the jurisdiction of such courts, agrees to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to it.
This Agreement constitutes the entire agreement between you and us, and governs your use of VHX, superseding any prior agreements (including, but not limited to, any prior versions of this Agreement). The failure of VHX Corporation to exercise or enforce any term or provision of this Agreement will not constitute a waiver of such term or provision. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. This Agreement is not assignable or transferable by you without our prior written consent. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
If you have any questions or concerns about this Agreement or any VHX Corporation product or service, please don’t hesitate to contact us.