Terms and Conditions - Validus - Business and investments

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Validus
 
Terms and Conditions
 
 
Last Revised on 25.01.2022
 
 
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.
 
 
These terms and conditions outline the rules and regulations for using our website teamvalidus.com (the “Website”) and our Products.
 
 
1.    OVERVIEW
 
1.1       The Website is a site belonging to, and is operated by, Validus International LLC (“Company”, “us”, “our”, and “we”). We are registered in the State of Delaware under file number 6182023 and have our registered office at 1013 Centre Road, Suite 403S, Wilmington, DE 19805, County of Newcastle.
 
1.2       These terms govern your access to and use of our Website including the Products offered on it unless expressly stated otherwise in these terms (the “Terms”).
 
1.3       In addition to the Terms, the overall agreement between IBOs and the Company shall also constitute of the Membership plan and the Privacy Policy as referred to in these Terms.
 
1.4       Our Privacy Policy, which details how we may use the data and information we collect from you, or that you provide to us, is incorporated by reference into these Terms can be read here [INSERT LINK].
 
1.5       By accessing or using our Website, you acknowledge and agree to be bound by these Terms, and you represent and warrant that you have the right, authority and capacity to enter into these Terms. If you do not agree to these Terms, you must not access or use our Website. We strongly advise that you save or print these Terms so you can read them whenever convenient.
 
 
2.    DEFINITIONS
 
2.1       In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
         
Account
        
refers   to the account(s) IBOs create to operate their Validus businesses and fulfil   their obligations under the Membership Agreement;
            
Confidential Information
        
means all information which is disclosed to the IBOs   pursuant to or in connection with these Terms or the Membership Agreement   (whether orally or in writing or any other medium, and whether or not the   information is expressly stated to be confidential or marked as such) which   may include, but is not limited to, the terms in the Membership Agreement,   the Membership Plan or any other information deemed to be confidential by the   Company;
            
Control
        
means when a person directly or indirectly holds or   controls a majority of the voting rights of, or the right to appoint or   remove a majority of the board of directors, or the right to exercise a   dominant influence over another person;
            
Crossline Sponsor(ing)
        
refers   to where an IBO solicits another IBO to join his/her network;
            
Independent Business Owner(s) / IBO(s)
        
refers   to an individual or company that purchases a Product and takes part in the   business model as specified in Clause 5.1 and conducts advertising, marketing   and sale activities for the Company’s Products;
  
            
Inheritor
        
refers   to the individual who a former IBO may transfer the ownership to, including   the rights and obligations connected to his/her Account as per Clause 16;
            
Intellectual Property Right(s)
        
refers   to copyrights, trademarks and any other intellectual property right;
            
Membership Agreement
        
refers   to the agreements which will regulate the relationship between the Company   and an IBO, namely the Terms, the Membership Plan and the Privacy Policy. The   use of the definition “Membership Agreement” refers to any one of and or all   of the Terms, the Membership Plan and the Privacy Policy;
  
            
Membership Plan
        
refers   to the plan that sets out the description, types, amounts and conditions of   commissions and rewards applicable to IBOs which shall be provided to the IBO   in the form of a presentation package or in any other form which the Company   sees fit;
  
            
Product(s)
        
refers   to the products we offer on the Website, which includes, but is not limited   to, licenses to use and market for referral purposes our online educational   courses and any other services or products we provide from time to time; and
  
            
“USD”
        
means   United States Dollars.
       
 
2.2       Unless the context otherwise requires, each reference in these Terms to:
 
               2.2.1     “writing”, and any cognate expression, includes a reference to any communication effected by electronic (including email) or facsimile transmission or similar means; and
 
               2.2.2     a Clause is a reference to a Clause within these Terms.
 
2.3       The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of the Terms.
 
2.4       Words imparting the singular number shall include the plural and vice versa.
 
2.5       Any words following terms such as including, include, for example, such as or any other similar expression shall not limit the sense of the words, description, definition, or phrase prior to those terms.
 
2.6       References to persons shall include corporations.
 
 
3.    AMENDMENTS TO THE TERMS
 
3.1       We may amend these Terms from time to time. Every time you wish to use our Website, please check these Terms to ensure you understand the terms that apply at that time. You are responsible at all times for complying with the current version of these Terms.
 
 
4.    ACCESS AND CHANGES TO THE WEBSITE
 
4.1       Our Website is made available free of charge. We reserve the right (in our sole discretion) from time to time to change the Website for any reason or no reason at all. Your continued use of the Website following the posting of any changes to these Terms constitutes acceptance of those changes. You agree that the Company will not be liable to you or to any third party for any change to the Website or any part thereof.
 
4.2       We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted or will always be free from errors or omissions.
 
4.3       We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
 
4.4       You are responsible for ensuring that all persons who access our Website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
 
 
5.    MEMBERSHIP
 
5.1       We provide the Products along with a business model allowing for IBOs to take part in marketing and sales activities concerning our Products.
 
5.2       The Company shall provide IBOs upon registration with online material such as but not limited to learning materials, videos, access to webinars and more which the IBO can use for their own educational purposes. The IBO also has the potential of earning Commission (as detailed in the Membership Plan) by promoting the Products, as detailed further in the Membership Agreement. Back offices shall undergo update maintenance from time to time.
 
5.3       Further to Clause 5.2, IBOs shall use the back office to make any Product purchases. In case of Products delivered digitally or online, the IBO understands that once they log in to the Product, the Product will be deemed used.
 
5.4       IBOs acknowledge that the back office shall contain all records and data in relation to the operation of their Validus business. Hence, IBOs shall not alter, change or modify their back offices.
 
5.5       IBOs are entitled to inspect delivered Products as soon as they are received. In case of Product defects, IBOs shall promptly and within no later than 24 hours inform the Company by sending us an email at support@teamvalidus.com. The Company shall not be liable for any defects of or in the Products. The IBOs agree that, unless there is intent or wilful negligence on the part of the Company, we shall not be liable in any way for any damages arising from such defects or late, faulty or incorrect deliveries.
 
5.6       Further to Clause 5.5, the Company shall not be liable for any consequential damage, including, but not limited to, loss or profits, interest, etc.
 
5.7       The IBOs shall be responsible for their own marketing and sales activities and shall receive certain commissions, which are set out in the Membership Plan, depending on their performance.
 
5.8       IBOs are allowed to recruit potential IBOs but shall not be obligated to. However, IBOs are expected to provide support to newly sponsored IBOs.
 
 
5.9      The IBO is considered as an IBO of the Company. No provision in the Membership Agreement shall deem the IBO as an employee, agent or representative of the Company. The IBO shall run their business at their own risk.
 
 
5.10    Once the IBO has earned commissions and rewards which equal, combined or individually, five times or more of the purchase price of the Product which they have purchased, the IBO’s license to use the Product will expire and the IBO will no longer receive any commissions or rewards. In order to renew the license, the IBO will be required to either upgrade or repurchase the Product to be able to continue to use and market the Product and earn commission and rewards.
 
 
5.11    Clause 5.10 above will apply to all Products, including any repurchased Products or upgraded Products.
 
 
5.12    Reward payments will be made to the IBO as detailed in the Membership Plan at the discretion of the Company. Rewards are not guaranteed and the Company is not obligated to make reward payments.
 
 
5.13    The IBO can purchase any number of Products and the commission and reward for each Product will be calculated individually.
 
 
5.14    The commission which can be earned for each IBO is capped at 35,000 USD per week.
 
 
5.15    Reward calculations will begin on the first Monday after the day the IBO purchases a Product. If a Product is purchased on a Monday, then reward calculations will be commenced on the following Monday. The IBO will be able to earn commission payments as soon as they have purchased a Product.
 
 
6.    MEMBERSHIP REGISTRATION
 
6.1       In order to use certain features of the Website, IBOs must register for an Account and provide certain information about themselves as prompted by the Account registration form. You represent and warrant that:
 
6.1.1   all required registration information you submit is truthful and accurate; and
 
6.1.2   you will maintain the accuracy of such information.
 
6.2       Any individual interested in becoming an IBO shall be at least eighteen (18) years old and shall register through a referral link of an existing IBO.
 
6.3       The Company is entitled to request any necessary information from the potential IBO for Know Your Client (“KYC”) purposes. The Company shall reserve its right to reject any application at its own discretion with or without providing a reason.
 
6.4      Each IBO may have one or more Accounts as long as all of the IBO’s accounts are under the same sponsor. For each Account, during the registration, a username and password must be set, which, upon completion of the registration, shall become the IBO’s log in details. You acknowledge that the detail and information you submit upon registration is your responsibility and is submitted at your own risk.
 
6.5      If a married couple register as IBOs, the Company shall permit the married couple to either have separate IBO Accounts, which they will be separately responsible for, or a join Account. In case of a joint Account, the married couple shall be jointly responsible for fulfilling their obligations under the Membership Agreement. In case of a divorce or separation, both spouses shall provide a document specifying who will continue running the business and joint Account one (1) month from the date of separation. If the spouses fail to provide such document, the Company shall assume the first spouse mentioned on the IBO registration form to be the sole owner of the joint account.
 
6.6      In accordance with Clause 6.5, the married couple shall either have the same sponsor or one spouse can sponsor the other in case they have separate Accounts.
 
6.7      IBOs are responsible for keeping their Account details accurate and up-to-date. In the event of changes, IBOs are required to make written requests to the Company’s IT department via email at support@teamvalidus.com. Once the request has been received, KYC procedures may be conducted if necessary. Once the changes have been confirmed and proven, the changes shall be made.
 
6.8      An IBO may request to change their sponsor. In this case, the IBO’s Account shall be closed. The IBO can make a new application with their desired sponsor after a period of 12 months, however this time period can be decreased or increased at the discretion of the Company. Approval or rejection of such an application will be at the sole discretion of the Company.
 
6.9       You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorised use, or suspected unauthorised use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
 
6.10    These Terms will remain in full force and effect while you use any part of the Website. We may suspend or terminate your rights to use the Website (including your Account) at any time for any reason at our sole discretion, including for any use of the Website in violation of the Membership Agreement. Upon termination of your rights under the Membership Agreement, your Account and right to access and use the Website will terminate immediately. You agree that any termination of your Account may involve deletion of your user content associated with your Account, including any figures, documentation or material in your back office. The Company will have no liability whatsoever to you for any termination of your rights under the Membership Agreement, including for termination of your Account or deletion of your user content.
 
 
7.    MEMBERSHIP PLAN
 
7.1       The IBOs understand that the Membership Plan forms part of the overall agreement between the IBOs and the Company and is part of the Membership Agreement.
 
7.2       We are entitled to make any amendments or changes to the Membership Plan from time to time.
 
7.3       The Membership Plan sets out the commission and rewards payable to IBOs upon satisfying the conditions for such commissions and rewards. Any earned commission and rewards shall be transferred to the IBO’s cash wallet.
 
7.4       We may conduct KYC procedures in relation to withdrawals from the IBOs’ cash wallet. Likewise, we may also conduct KYC procedures prior to any crossborder cash wallet transfers.
 
7.5       If you believe there has been an error regarding your compensation or reward, you must notify us within ten days from the date of the error. You acknowledge that any errors brought to our attention after these ten days expire shall no longer be our responsibility.
 
7.6       The minimum amount in withdrawing commissions and rewards is 30 USD. An administration fee of 5% shall be charged per withdrawal from the IBO’s cash wallet. These fees exclude any bank or payment service provider charges, which you shall be entitled to pay.
 
7.7       It should be noted that third parties (i.e. payment service providers and banks) have their own terms and conditions, which you shall review. If your Account name as approved in the KYC is different to the one in the bank account, payment shall not be processed.
 
7.8       You shall be solely responsible for VAT registration and for any duties concerning your financial statements. You understand that you are solely responsible for the payment of any applicable taxes. We shall not be liable for such payments.
 
 
8.    ADVERTISING AND PROMOTING OUR PRODUCTS
 
8.1       Our name Validus is a trademark and shall remain our exclusive property. We hereby grant each IBO a limited, non-exclusive license to use the trademark provided they are used solely for the purpose of performing their duties and obligations and in accordance with the Membership Agreement. IBOs shall not modify, change, alter or create their own trademarks or other intellectual property rights concerning the Company’s logos, trade names, Products and designs.
 
8.2       IBOs are granted a limited license to download approved Validus images from our Website, unless these images are specifically marked “copyrighted”, provided they are for the purposes of executing their obligations under and according to the Membership Agreement.
 
8.3       IBOs are permitted to create their own marketing material provided they are not in violation of the Membership Agreement or any other applicable laws or regulations.
 
8.4       You acknowledge that you are prohibited from making any false or fraudulent representation about the Company and our Products, as well as the Membership Plan or income potentials. This also applies to the recruitment of potential IBOs.
 
8.5       You acknowledge that all of the Company’s materials are copyrighted and shall not be reproduced, partly or fully, unless the Company authorises you to do so. This is regardless of the material’s form, whether it is digital or printed.
 
8.6       IBOs are prohibited from making any recordings, both in audio or video, of speeches, discussions or presentations by the Company as well as its employees, officers, agents or representatives without the Company’s prior written consent.
 
8.7       The Company shall notify IBOs through email or social media concerning Company events. The timing and location of such event shall be at the sole discretion of the Company and may be changed, postponed or cancelled if the Company deems necessary.
 
8.8       IBOs are also prohibited from making any audio or video recordings or recordings in any form whatsoever of any speaker or celebrity presentations or appearances at a Company event unless the IBO has acquired prior written authorisation from us. In the circumstance that we give our authorisation, IBOs shall not change, modify or transfer any press releases, pictures or recordings for their own personal advertising benefit.
 
8.9       Following Clause 8.8, IBOs are not allowed to use, reuse, display or distribute through any medium any image or any form whatsoever of the speaker or celebrity wherein it may misconstrue the Product as a celebrity endorsed advertisement unless we have approved so in writing.
 
8.10    You acknowledge that you are not allowed to:
 
           8.11.1        violate any rules and regulations set by us;
 
           8.11.2        imply or suggest that materials not belonging to the Company are owned by the Company;
 
           8.11.3        resell our Products for a lower price compared to its original purchase price;
 
           8.11.4        sell the Products on any other online or offline public or private markets, department stores or auctions;
 
           8.11.5        sell marketing or promotional material to other IBOs;
 
           8.11.6        send spam messages, faxes or emails to others; and
 
           8.11.7        use our name for your own personal benefit, which includes, but is not limited to, applying for loans or incurring expenses.
 
8.11    IBOs are permitted to purchase the Products for their families and for personal use provided that it is done so in accordance with the Membership Agreement.
 
8.12    IBOs acknowledge that they shall not act as a spokesperson for the Company and shall not make any statements on behalf of the Company and shall immediately refer any enquiries by the media to the Company.
 
8.13    IBOs are obligated to present themselves as IBOs of the Company. They shall not misrepresent their career position within the Company. Accordingly, all advertisements and any other promotional materials, including, but not limited to, business cards, name tags or personal websites shall include correct and accurate information.
 
8.14    You acknowledge that merely becoming an IBO shall not entitle you to commission. Your commission earnings shall be directly related to the amount of Products you have sold.
 
8.15    You shall be responsible for any costs you incur in operating your Validus business and fulfilling your obligations under the Membership Agreement. This shall include, but is not limited to, the payment for your own equipment and tools, transportation, lodging, office and other expenses.
 
8.16    You acknowledge that you shall be responsible for paying any and all applicable federal and national taxes as a result of operating your Validus business.
 
8.17    IBOs shall only conduct their business, promotional and advertising activities in locations where they are legally allowed to do so and the Company will not be liable whatsoever for any actions of IBOs.
 
8.18    IBOs shall be fully responsible for any third-party claims arising from their breach of the Membership Agreement or any of their activities in relation to their Validus business.
 
8.19    You shall ensure that you act responsibly and fulfil your obligations under the Membership Agreement and any applicable laws and regulations.
 
8.20    You shall immediately inform us if you become aware of any violation(s) of this Clause 8 or any provisions of the Membership Agreement by contacting us via email at support@teamvalidus.com.
 
 
9.    IMPROPER BUSINESS PRACTICES
 
9.1       You acknowledge that you are strictly prohibited from targeting any individuals in your downline organisation as this will be deemed improper business practice and will subject you to the suspension of your Account.
 
9.2       IBOs are also strictly prohibited from providing misleading or fraudulent information for the purposes of benefiting their Validus business.
 
9.3       Crossline Sponsoring, or attempting to do so, is not permitted and shall be considered a breach of the Membership Agreement leading to suspension of the involved IBO’s Accounts.
 
9.4       You understand that manipulation of commissions and rewards as specified in the Membership Plan is strictly not allowed, which shall include, but is not limited to, altering Account details, performances and/or results. Any attempt to do so shall result in the withdrawal of the commissions and rewards and suspension of your Account.
 
 
10. PRICE AND PRODUCT ADJUSTMENTS
 
10.1    We reserve the right to change the prices, presentation, content, supplier and any other aspect of the Products. Similarly, we are entitled to implement any changes in the commissions and rewards as specified in the Membership Plan.
 
10.2    Prior to any changes made in accordance with Clause 10.1, the IBOs may be given prior notice through the Company’s Website, email, social media, newsletter or other means as determined by the Company.
 
 
11. PAYMENT OPTIONS AND TERMS
 
11.1    For the purchase of our Products, the following are payment methods which the Company may request:
 
              11.1.1    cryptocurrency transfer;
 
              11.1.2    bank transfer; or
 
              11.1.3    cash wallet payment.
 
11.2    We reserve the right to change the payment options and method as mentioned in Clause 11.1 from time to time.
 
11.3    Any delays in the delivery of the Products shall not entitle the IBO to cancel the order or claim for compensation.
 
11.4    The Products will only be provided to an IBO once the IBO’s payment has been successful.
 
 
12. CANCELLATION AND REFUNDS
 
12.1    If an IBO decides to cancel their purchase, it will be at the sole discretion of the Company as to whether any refunds will be given to the IBO.
 
12.2    On cancellation of a purchase, any administration fees shall not be refunded. Once an IBO cancels their registration, the IBO’s Account shall be deleted.
 
12.3    To cancel a purchase, you must inform us via email at support@teamvalidus.com.
 
 
13. TERM AND TERMINATION
 
13.1    The Membership Agreement shall form the entire agreement between the IBO and the Company. The term of the Membership Agreement shall be indefinite and may be terminated by the Company. The IBO may also terminate the Membership Agreement by giving a 14 days’ written notice.
 
13.2    The Company may immediately terminate the Membership Agreement upon the following events:
 
                13.2.1        IBO Crossline Sponsors;
 
                13.2.2        gross negligence, wilful misconduct or fraud of the IBO;
 
                13.2.3        failure of the IBO to remedy their substantial breach of any provisions of the Membership Agreement after being given reasonable time to do so as per Clause 15;
 
                13.2.4        IBO becomes subject to an administration order;
 
                13.2.5        IBO ceases, or threatens to cease, to carry on business;
 
                13.2.6        Control of the IBO is acquired by any person or connected persons not having Control of that IBO on the date of the Membership Agreement; and/or
 
                13.2.7        IBO becomes subject to a bankruptcy order or goes into liquidation.
 
13.3    For the purposes of Clause 13.2.3, a breach shall be considered capable of remedy if the IBO can comply with all obligations and duties under the Membership Agreement in all respects.
 
13.4    The rights to terminate the Membership Agreement given by this Clause 13 shall not prejudice any other right or remedy of both the IBO and the Company in respect of the breach concerned (if any) or any other breach.
 
 
14. EFFECTS OF TERMINATION
 
14.1    Upon termination, the IBO’s Account shall be terminated and all funds which the IBO is entitled to shall be transferred to them. The IBO shall return to the Company any and all materials and documentation which includes the Company’s name and is owned by the Company and such material shall no longer be used by the IBO.
 
14.2    The IBO understands that once the Membership Agreement has been terminated, the IBO no longer has the right to receive any commission or rewards generated after the termination.
 
14.3    All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Membership Agreement shall remain in full force and effect after termination.
 
14.4    Termination shall not affect or prejudice any right to damages or other remedy which the Company may have in respect of the event giving rise to the termination or any other right to damages or other remedy which the Company may have in respect of any breach of this Agreement which existed at or before the date of termination.
 
14.5    The termination shall not have any effect on the obligations already due between the IBO and the Company.
 
14.6    IBOs who terminate their Membership Agreements may still reapply to become an IBO. The Company will have sole discretion in deciding whether or not to accept any application to become an IBO and whether or not to impose any conditions on reapplying to become an IBO. Regardless of the IBO reapplying under the same or a different sponsor, the IBO shall be placed at the bottom of the sponsor’s downline organisation.
 
 
15. INVESTIGATION AND RECTIFICATION OF BREACH
 
15.1    In the event that the IBO has breached any of the provisions of the Membership Agreement, the Company shall directly start an investigation:
 
          15.1.1        The Company may provide the IBO a reasonable time to remedy the breach along with temporarily suspending the IBO’s Account. The Company may give the IBO ten days to remedy the breach but will still be entitled to grant a lesser or greater period. It should be noted that the IBO shall not have access to his/her cash wallet but the IBO shall still continue to receive any commissions or rewards on their Account unless decided otherwise by the Company.
 
          15.1.2        If the IBO fixes the breach or becomes successful in proving the accusation(s) is/are not valid, the case shall be closed and the IBO’s Account and cash wallet shall be released.
 
          15.1.3        If the IBO fails to remedy the breach or fails to disprove the accusation(s), the Company shall be entitled to immediately terminate the Membership Agreement as per Clause 13.2.3 and all funds the IBO is entitled to shall be transferred to their bank account.
 
 
16. TRANSFER OF ACCOUNT
 
16.1    IBOs are permitted to transfer their rights of ownership over their Account to an Inheritor at any time provided the Company’s prior written consent is acquired as well as a signed agreement between the IBO and the Inheritor is provided, which clearly states that the IBO shall transfer their rights and that the Inheritor agrees and fully understands the terms in the Membership Agreement.
 
16.2    Transfer of any ownership over an Account in accordance to Clause 16.1 shall not be implemented if the Inheritor already has an existing Account.
 
16.3    With regards to a transfer of ownership as per Clause 16.1, the Company shall charge an administration fee of 100 USD, which must be paid either by the former IBO or the Inheritor.
 
16.4    If an IBO passes away, the IBO’s Account shall be passed onto the inheritors of his/her estate, provided a copy of the IBO’s death certificate, last will and testament is given along with a written request specifying the individual to take over the ownership of the Account signed by all inheritors of the IBO’s estate.
 
16.5    In case of married couples owning a joint Account, please refer to Clause 6.6.
 
 
17. INDEMNITY AND LIMITATION OF LIABILITY
 
17.1    IBOs shall indemnify the Company against any and all costs, liability, damages, loss, claims or proceedings arising out of the IBO’s breach of any of the provisions of the Membership Agreement and shall reimburse costs and disbursements of reasonable amounts which are incurred, unless otherwise required by the Membership Agreement.
 
17.2    Nothing in the Membership Agreement shall limit or exclude both the IBO’s and the Company’s liability for fraud, fraudulent misrepresentation or gross negligence.
 
17.3    If the IBO breaches any provisions concerning Confidential Information and our Intellectual Property Rights, the IBO acknowledges and agrees that damages alone would not be an adequate remedy. Accordingly, the Company shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of either or both of our Confidential Information and Intellectual Property Rights by the IBO.
 
17.4    We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.
 
17.5    We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
 
              17.5.1       use of, or inability to use, our Website; or
 
              17.5.2       use of or reliance on any content displayed on our Website.
 
17.6    In particular, we will also not be liable for:
 
              17.6.1       loss of profits, sales, business, or revenue;
 
              17.6.2       business interruption;
 
              17.6.3       loss of anticipated savings;
 
              17.6.4       loss of business opportunity, goodwill or reputation; or
 
              17.6.5       any indirect or consequential loss or damage.
 
17.7    In relation to any Products, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
 
 
18. FORCE MAJEURE
 
18.1    The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Company.
 
 
19. CONFIDENTIALITY
 
19.1    IBOs undertake that, unless an authorisation in writing has been provided by the Company, it shall, at all times for the duration that the Membership Agreement is effective and after its termination:
 
              19.1.1    keep confidential all Confidential Information;
 
              19.1.2    not disclose any Confidential Information to any other party;
 
              19.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the Membership Agreement;
 
              19.1.4    not make any copies, of, record in any way or part with possession of any Confidential Information; and
 
              19.1.5    ensure that none of its directors, officers, employees, agents, advisers or representatives does any act which, if done by the IBO, would be a breach of the provisions of sub-Clauses 19.1.1 to 19.1.4 above.
 
19.2    IBOs may disclose relevant Confidential Information to any governmental or other authority or regulatory body or any employee or officer to such extent only as is necessary for the purposes contemplated by the Membership Agreement or as required by law.
 
19.3    All Confidential Information disclosed by the Company shall remain the property of the Company. We do not grant any right of any kind which we may currently hold or may obtain pursuant to the Membership Agreement regarding Confidential Information.
 
19.4    Upon termination of the Membership Agreement, IBOs shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the Company any documents in its possession or control which contain or record any Confidential Information. If an IBO withholds Confidential Information, that IBO shall be liable to pay damages.
 
19.5    Obligations and responsibilities under this Clause 19 shall remain in force even after termination of the Membership Agreement.
 
 
20. INTELLECTUAL PROPERTY RIGHTS
 
20.1    We are the owner or the licensee of all Intellectual Property Rights in our Website, including, but not limited to, our Products, content and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
 
20.2    In accordance to provisions under Clause 8, we grant each IBO a limited, non-exclusive license to use our Validus trademark name provided they are used solely for the purpose of performing their duties and obligations under the Membership Agreement.
 
20.3    If you breach this Clause 20 or any other provisions in relation to our Intellectual Property Rights as may be specified under Clause 8, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
 
 
21. NON-COMPETE AND NON-SOLICITION
 
21.1    IBOs shall not engage in any activities that may directly or indirectly compete with the Company’s business. Accordingly, IBOs shall not be permitted to sell the Products to both indirect and direct competitors of the Company.
 
21.2    IBOs acknowledge that they shall not solicit other current IBOs of the Company, as well as employees or former employees of the Company for the purposes of sponsoring them into another company that directly or indirectly competes with the Company’s business.
 
 
22. UPLOADING CONTENT
 
22.1    Whenever you make use of a feature that allows you to upload content to our Website, or to make contact with other users of our Website, you must comply with the following terms:
 
22.1.1   You agree not to use the Website to collect, upload, transmit, display, or distribute any user content:
 
(a)  that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
 
(b)  that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
 
(c)  that is harmful to minors in any way; or
 
(d)  that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; and
 
22.1.2   You agree not to:
 
(a)  upload, transmit, or distribute to or through the Website any computer viruses, worms, or any software intended to damage or alter a computer system or data;
 
(b)  send through the Website unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
 
(c)  use the Website to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
 
(d)  interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks;
 
(e)  attempt to gain unauthorised access to certain areas of this Website (or to other computer systems or networks connected to or used together with the Website), which are restricted from your access, whether through password mining or any other means;
 
(f)   harass or interfere with any other user's use and enjoyment of the Website; or
 
(g)  use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
 
22.1.3   You shall have sole responsibility for and hereby warrant the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all content or data which is uploaded to our Website. You shall indemnify us for any loss or damage we suffer as a result of your breach of this warranty. We shall not be responsible, or liable to any third party, for the content posted by you or any other user of our Website.
 
22.1.4   Any content or data you upload to our Website will be considered non-confidential and non-proprietary. Save as otherwise specified in these Terms, all intellectual property rights in the content or data you upload on our Website shall remain vested in you (or your relevant licensors). You hereby grant us a perpetual, worldwide, royalty free, non-exclusive, transferable licence to use, store, modify, copy, distribute, display, and prepare derivative works of such content. You hereby warrant to us that you have the full requisite power and authority to grant us such usage rights in the content you upload to our Website.
 
22.1.5   You shall be responsible for obtaining and maintaining all licences required for the use of the content or data you upload to our Website, including payment of all associated licence fees and other costs.
 
22.1.6   We have the right to disclose your identity to any third party who is claiming that any content or data posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.
 
22.1.7   We reserve the right (but have no obligation) to review any content and data you upload to our Website, and to investigate and/or take appropriate action against you in our sole discretion if you violate any of the terms of the Membership Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying such content, terminating your Account, and/or reporting you to law enforcement authorities.
 
22.1.8   We have the right to remove any content and data you post on our Website if, in our opinion, your post does not comply with this Clause 22 or any of the terms of the Membership Agreement.
 
22.1.9   You are solely responsible for securing and backing up your content and data.
 
22.1.10    This Website may include information and materials uploaded by other users of the Website. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.
 
 
23. NO RELIANCE ON INFORMATION
 
23.1    The content on our Website is provided for general information only. It is not intended to amount to advice (of any nature) on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
 
23.2    Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
 
 
24. THIRD PARTY LINKS AND RESOURCES IN OUR WEBSITE
 
24.1    Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
 
24.2    When you click on any such links as provided by Clause 24.1, the applicable third party’s terms and policies apply. We assume no responsibility for the content such websites or resources and we will not be liable for any loss or damage that may arise from your use of them.
 
 
25. VIRUSES
 
25.1    We do not guarantee that our Website will be secure or free from bugs or viruses. We shall not be liable for any loss or damage caused by a virus, bug or other technologically harmful material that may infect your computer equipment, programs, data or other proprietary material due to your use of our Website or to your downloading of any content on the Website or any website linked to our Website.
 
25.2    You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.
 
 
26. LINKING OUR WEBSITE
 
26.1    You may link to our website, provided you do so in a way that is fair and legal, in compliance with the Membership Agreement and does not damage our reputation or take advantage of it. We reserve the right to withdraw linking permission without notice.
 
26.2    You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
 
26.3    The website in which you are linking must comply in all respects with the content standards set out in the Membership Agreement.
 
26.4    If you wish to link to or make any use of content on our Website other than that set out above, you will be required to obtain written approval from us first.
 
 
27. ENTIRE AGREEMENT
 
27.1    In registering to become an IBO of the Company, the IBO acknowledges that the Membership Agreement constitutes the entire agreement between the parties.
 
 
28. APPLICABLE LAW
 
28.1    These Terms and the Membership Agreement, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. The Company will have the right to choose the jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms, the Membership Agreement, its subject matter or formation (including non-contractual disputes or claims).
 
28.2    If any provision in these Terms is invalid, illegal or unenforceable, then it shall be deemed modified to the extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted and the remainder of these Terms and the Membership Agreement shall remain in full force and effect.
 
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