1. Introduction
These Terms and Conditions of Use ("Terms") carefully outline the guidelines for using the VPORT for Content Creators service, which encompasses all websites and software applications that link to or incorporate these Terms (together, "VPORT for Content Creators"), as well as any content made available through VPORT for Content Creators (the "Content"). Your use of VPORT for Content Creators may also be subject to additional terms and conditions presented by VPORT, including but not limited to Opt-In Terms (defined in Section 2), which are integrated into these Terms by reference.
VPORT for Content Creators is specifically designed for professionals within the music and entertainment industries for business uses and is not available to "consumers" as defined by applicable consumer protection laws, or to individuals seeking use for personal, family, or household reasons.
By registering for, accessing, or otherwise using VPORT for Content Creators, you are agreeing to these Terms on behalf of the entity, organization, or business you represent (this may include, but is not limited to, event organizers, concert promoters, or venue operators) ("Creator Entity"), and you affirm that: (1) you are an authorized representative of Creator Entity with the authority to bind Creator Entity to these Terms, even if your authorization status changes in the future; (2) Creator Entity consents to be bound by these Terms; and (3) you accept these Terms on behalf of Creator Entity. Access to and use of VPORT for Content Creators is prohibited if these conditions are not met.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 6 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
Service Provider
These Terms constitute an agreement between Creator Entity and VPORT LLC, a Delaware limited liability company with its principal office at 611 South DuPont Highway, Suite 102, Dover, DE 19901, regardless of the laws governing Creator Entity.
Age and Eligibility Requirements
To use VPORT for Content Creators on behalf of Creator Entity, you must: (1) be at least 13 years of age (or the equivalent minimum age in your jurisdiction); (2) have the consent of a parent or guardian if you are a minor in your jurisdiction; (3) possess the authority to enter into binding contracts on behalf of Creator Entity without being prohibited from doing so under any applicable laws; and (4) be located in a country where VPORT for Content Creators is accessible. You also assure that any registration information you provide to VPORT is truthful, accurate, and complete, and you commit to maintaining its accuracy at all times.
2. The VPORT Service Provided by Us
Opt-In Programs; Beta Features
As part of the evolving nature of VPORT for Content Creators, we periodically introduce new features that offer content creators, like Creator Entity, the chance to access enhanced data insights concerning their events or to engage in, and oversee, marketing, promotional, merchandising, and programming campaigns for their events via VPORT for Content Creators (collectively, "Programs"). Opportunities to join these Programs will be offered to you or your designated representatives on an opt-in basis through VPORT for Content Creators, complete with the specific terms and conditions for each opportunity ("Opt-In Terms").
Occasionally, we may also provide access to beta features on VPORT for Content Creators ("Beta Features"). Beta Features are experimental and are used to test out new ideas and functionalities. As such, Beta Features may appear temporarily, undergo changes, or be removed entirely at any moment, without prior notice.
Service Limitations and Modifications
We use reasonable efforts to keep VPORT for Content Creators operational. Nonetheless, there may be times when changes occur, which are not subject to liability; for instance:
- VPORT for Content Creators may face temporary disruptions due to technical issues, maintenance, testing, or updates necessary to comply with legal and regulatory requirements.
- We aim to continuously improve VPORT for Content Creators and may, therefore, modify, suspend, or discontinue any part of the service, including certain features or functionalities.
- There is no obligation on VPORT's part to offer any specific content through VPORT for Content Creators, and both VPORT and the rightful content owners reserve the right to remove content without notice.
- VPORT is not liable for any disruptions or failures in service resulting from actions by governmental authorities, third parties, or events outside our control.
Third-Party Applications, Devices, and Open Source Software
VPORT for Content Creators may interact with third-party applications, websites, services ("Third-Party Applications"), and devices ("Devices"). The use of such Third-Party Applications and Devices may be subject to the terms, conditions, and policies of the respective third party. Compatibility with Third-Party Applications and Devices is not guaranteed by VPORT.
Data Insights; Mistakes
VPORT for Content Creators provides an optional service at our discretion, offering insights into the usage of your events and demographic data about your attendees. Although we strive for accuracy, we cannot assure error-free service or data insights. In the event of an error, we commit to making reasonable efforts to resolve such issues. You agree to indemnify and hold us harmless against any damages, liabilities, or costs arising from errors or glitches in this service or from your use of the provided data. All data is offered "AS-IS," and you use it at your own risk and discretion.
Despite VPORT's efforts to secure and maintain the content within the VPORT for Content Creators' database, it is advisable not to rely solely on VPORT for Content Creators for content storage. You should maintain backup copies of your content. VPORT will not be liable for any loss, deletion, or failure to store any content.
3. Your Use of the VPORT Service
Creating a VPORT account
To fully utilize VPORT for Content Creators, you may need to create an account. Your login credentials are personal and must remain confidential. You are accountable for all activity on your account, authorized or not. If you suspect any unauthorized use of your account or if your login information is compromised, promptly contact our Customer Support.
Your Rights to Use VPORT for Content Creators
Access to the Service
Provided you and Creator Entity comply with these Terms and any applicable additional terms, we grant you, on behalf of Creator Entity, a limited, non-exclusive, revocable right to use VPORT for Content Creators and its content ("Access"). This Access is valid until terminated by either Creator Entity or VPORT. You are not permitted to redistribute or transfer VPORT for Content Creators or its content. The software and content provided by VPORT for Content Creators are licensed, not sold, to Creator Entity, and VPORT and its licensors retain all rights to the software and content, even after installation on any devices. You agree not to overload the system when using VPORT for Content Creators.
Compliance and Delegation
You acknowledge that these Terms oversee your use of VPORT for Content Creators, agreeing on behalf of Creator Entity to comply with these Terms, including the VPORT User Guidelines. You may delegate access to VPORT for Content Creators to other authorized individuals within the Creator Entity who have a legitimate business need ("Delegates"). These Delegates must only be given access to the specific areas of VPORT for Content Creators that are relevant to their roles and for which they have express permission. You are responsible for ensuring that all Delegates adhere to these Terms.
You confirm on behalf of Creator Entity that: (1) all users and Delegates will follow these Terms; (2) Creator Entity accepts liability for any breaches of these Terms by its users or Delegates; and (3) Creator Entity is responsible for all actions taken by its users and Delegates under these Terms.
VPORT's Proprietary Rights
The software, content, and all brand features of VPORT for Content Creators are owned by VPORT or its licensors. You or Creator Entity do not gain any rights to use VPORT trademarks, service marks, logos, domain names, or any other brand features through these Terms.
User guidelines
VPORT has set guidelines for using VPORT for Content Creators to ensure a positive experience for all users, available at . You are expected to follow these guidelines, along with all applicable laws and regulations, and respect the rights of others, including intellectual property and privacy rights VPORT User Guidelines.
Export control and sanctions
VPORT's products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that neither you nor your Creator Entity are: (1) located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; or (2) a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.
You, on behalf of your Creator Entity, agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you, on behalf of your Creator Entity, agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from VPORT under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
4. Content and Intellectual Property Rights
User Content
Whenever you, acting on behalf of Creator Entity, post, upload, or otherwise contribute content to VPORT for Content Creators ("User Content"), this term encompasses all types of information, materials, and content added, created, uploaded, submitted, or posted to VPORT for Content Creators by users. VPORT, or any third party authorized by VPORT, has the right to use, adapt, and manage the metadata associated with such User Content, including the rights to modify or replace this metadata at VPORT's discretion.
Creator Entity is solely responsible for any User Content it posts on the platform.
By contributing User Content to VPORT for Content Creators, you affirm on behalf of Creator Entity that:
- You hold the necessary rights or have permission to post the User Content.
- The User Content, and its use by VPORT as permitted under the granted license, does not breach these Terms, applicable laws, regulations, or third-party rights.
- All necessary third-party consents, licenses, and permissions have been obtained for the User Content you share.
- Creator Entity is responsible for complying with third-party license terms and any associated royalty or fee obligations.
- VPORT is not obligated to pay royalties or fees in connection with the User Content posted by Creator Entity.
- The User Content is truthful, accurate, and adheres to VPORT's User Guidelines.
- Creator Entity complies with all relevant laws and regulatory guidelines when posting User Content.
Be mindful that certain User Content will be accessible to the public and could be redistributed by others on VPORT for Content Creators and beyond. Consider the implications of posting and review your account settings to manage visibility. VPORT assumes no liability for content posted or shared by you or any user.
VPORT is not required to host, display, or distribute any User Content on VPORT for Content Creators and may, at its discretion, monitor content or remove or restrict access to User Content that contravenes the VPORT User Guidelines.
Takedowns and Monitoring User Content
VPORT is not required to host, distribute, or display User Content on VPORT for Content Creators. While VPORT retains the right but not the obligation to monitor or review User Content, it can, at its sole discretion, remove or restrict access to any User Content within VPORT for Content Creators. This action can be taken for any reason or no reason at all, particularly if the User Content breaches the VPORT User Guidelines. Subject to applicable laws, VPORT may execute these rights without prior notice to you or any third party, and will not bear any liability towards you for such actions.
Licenses Granted to Us
User Content
VPORT does not claim any ownership over the User Content you share on VPORT for Content Creators. By contributing User Content to the platform, you and Creator Entity maintain any existing rights in your User Content, including intellectual property or other proprietary rights, subject to the license you grant to VPORT as described below.
By sharing User Content on VPORT for Content Creators, you, on behalf of Creator Entity, provide VPORT with a non-exclusive, transferable, sub-licensable, royalty-free, fully compensated, global license to use, display, reproduce, modify, create derivative works from, distribute, and otherwise exploit such User Content in any form, alone or combined with other materials, through any channel, method, or technology, both existing and later developed. This license is granted for the purpose of operating, promoting, and marketing VPORT for Content Creators and any related services. If you prefer VPORT not to utilize your User Content in these ways, then it should not be submitted to VPORT for Content Creators. Additionally, when you provide User Content that includes your name, likeness, or photograph, you also grant us a non-exclusive, fully compensated, global right to use such name, likeness, and photograph within VPORT for Content Creators and in our marketing efforts to promote the availability of your User Content on the platform. Where applicable and to the extent permissible under law, you further agree to waive any "moral rights" or similar rights, such as your right to be recognized as the author of any User Content, including Feedback, and your right to object to disrespectful treatment of such User Content.
Feedback
Feedback, ideas, or suggestions you provide about VPORT for Content Creators ("Feedback") will be treated as non-confidential and may be used by VPORT freely, without any obligations to compensate you. Feedback is regarded as a form of User Content under these Terms.
Your Device
By using VPORT for Content Creators, you allow VPORT to use the processing power, bandwidth, and storage of your device to facilitate the service's functionality.
Infringement Claims
VPORT respects intellectual property rights. If you believe any content on VPORT for Content Creators infringes upon your copyright, please submit a notice of claimed infringement in accordance with our Copyright Policy. Notices should include the information required under applicable law, such as the U.S. Digital Millennium Copyright Act (DMCA). We will respond promptly to valid notices.
5. Customer Support, Information, Questions, and Complaints.
Customer support, information, questions, complaints
For assistance with VPORT for Content Creators ("Customer Support Queries"), please refer to the Customer Support resources available in the "Contact Us" section on the VPORT website. If you have further inquiries, concerns, or complaints, you are welcome to contact us via the mailing address listed in the "Service Provider" section at the start of these Terms.
6. Problems and Disputes
Suspending and Terminating VPORT for Content Creators
These Terms will remain in effect until terminated by either Creator Entity or VPORT. VPORT reserves the right to terminate these Terms or suspend your access to VPORT for Content Creators if we determine that you or Creator Entity have violated any of these Terms, if we decide to discontinue VPORT for Content Creators, or as necessary to comply with applicable law.
In the event of a dispute regarding the ownership or authorized use of an account, including accounts used by any of your Delegates, VPORT may suspend all access to the account in question without any liability to you, your Delegates, or any other party. VPORT retains the discretion to resolve such disputes directly or leave resolution to the involved parties, who may then seek judicial remedy. Should VPORT choose to intervene and resolve the dispute, its decision is deemed final and binding on you and Creator Entity. VPORT will adhere to any lawful court order from a competent jurisdiction.
Upon termination of these Terms by Creator Entity or VPORT, or if VPORT suspends your access, VPORT bears no liability or obligation to you or Creator Entity. Creator Entity may terminate these Terms at any time; following such termination, you must cease using VPORT for Content Creators. Instructions for terminating your VPORT account can be found in the Customer Support section of our website.
Sections that survive termination include 2 (The VPORT Service Provided by Us), 3 (Your Use of the VPORT Service), 4 (Content and Intellectual Property Rights), 6 (Problems and Disputes), 7 (About These Terms), and any others that, by their nature, should remain in effect.
Warranty disclaimers
VPORT for Content Creators is provided on an "AS IS" and "AS AVAILABLE" basis, with no warranties, express or implied, of any kind. VPORT disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that VPORT for Content Creators will be free from malware or other harmful components.
Limitation of liability and time for filing a claim
Your sole remedy for dissatisfaction with VPORT for Content Creators is to stop using it and uninstall any VPORT software. VPORT is not liable for any issues arising from third-party applications or their content accessed through VPORT for Content Creators.
Any claims under these Terms must be filed within one (1) year after the claimant becomes aware, or reasonably should have become aware, of the act, omission, or default giving rise to the claim.
Third party rights
You acknowledge that the creators and rights holders of the content provided on VPORT for Content Creators, as well as certain distributors, are intended beneficiaries of these Terms and possess the right to enforce these Terms directly against you. Except as explicitly stated in this section, these Terms are not designed to confer rights to anyone other than you and VPORT.
If you have downloaded any of our mobile applications from the Apple Inc. ("Apple") App Store or are using the app on an iOS device, you recognize that the agreement established by these Terms is solely between Creator Entity and VPORT, not with Apple. Apple is not responsible for the operation or content of VPORT for Content Creators. Furthermore, Apple has no obligation to provide any maintenance or support services concerning VPORT for Content Creators. Apple and its subsidiaries are acknowledged as third-party beneficiaries of these Terms, and, following your acceptance of these Terms, Apple will acquire the right to enforce these Terms against you as a third-party beneficiary.
Indemnification
You agree, on behalf of your Creator Entity, to indemnify and hold VPORT harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of any of these Terms; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through VPORT for Content Creators; and (4) your violation of any law or the rights of a third party.
Governing law, mandatory arbitration, and venue
Governing law and jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the State of Delaware, United States of America, except where local mandatory laws apply to users outside the United States. Further, your Creator Entity and VPORT agree to the jurisdiction of the federal and state courts located in Kent County, Dover, Delaware to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or VPORT for Content Creators that is not subject to arbitration as outlined below.
ARBITRATION AGREEMENT
This Arbitration Agreement section sets forth the terms and conditions pursuant to which disputes, claims, and controversies between you and VPORT will be resolved through arbitration.
This Arbitration Agreement applies only to Creator Entity and their users in the United States.
Dispute resolution and arbitration
You and VPORT agree that any dispute, claim, or controversy between you and/or your Creator Entity and VPORT arising in connection with or relating in any way to these Terms or to your relationship with VPORT as a user of VPORT for Content Creators; will be determined by mandatory binding individual arbitration. This arbitration provision will survive termination of these Terms.
Exceptions
You, on behalf of your Creator Entity, and VPORT both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights to bring an individual action in a U.S. small claims court or in a court of law, in accordance with the jurisdiction and venue described above.
No class or representative proceedings; class action waiver
YOU AND VPORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Arbitration rules
Any arbitration between you and VPORT will take place under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in force. The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at
American Arbitration Association | ADR.org .
Notice; process
A party who intends to seek arbitration must first send a written notice of the dispute to the other by electronic mail to [email protected]. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or VPORT may commence an arbitration proceeding
Enforceability
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described above shall govern any aspect of any dispute, claim, or controversy that is no longer governed by this Arbitration Agreement.
7. About These Terms
Under applicable law, you may have certain rights that cannot be limited by a contract. These Terms are in no way intended to restrict those rights.
Changes to these Terms
We reserve the right to amend these Terms (including any additional VPORT terms and conditions incorporated herein by reference) at any time. Such modifications will be communicated through reasonable means, which may include posting the updated Terms on the relevant VPORT service platform. For significant alterations, we will strive to provide extra notice, possibly through email, in-service notifications, or other conspicuous methods within the service. Changes will not be retroactively applied to disputes that arose prior to the implementation of the updated Terms. Your continued usage of VPORT for Content Creators after any modifications constitutes your acceptance of the revised Terms. Should you disagree with the updated Terms, you have the option to terminate your account by contacting us. The date listed at the top of this document indicates when these Terms were last modified.
Entire agreement
Unless explicitly stated in this document or agreed upon in writing between you and VPORT, these Terms encompass the full agreement between both parties concerning the subject matter herein and supersede all prior understandings, whether written or oral. Additional terms and conditions applicable to the use of VPORT for Content Creators, including but not limited to the VPORT User Guidelines and VPORT Copyright Policy, are hereby incorporated by reference.
Severability and waiver
If any provision of these Terms is deemed invalid or unenforceable for any reason, the remaining provisions will remain unaffected. The enforcement of that provision will be executed to the extent allowed by law.
Any failure by VPORT or any third-party beneficiary to enforce these Terms or any provision therein does not constitute a waiver of the right to do so in the future.
Assignment
VPORT reserves the right to assign any or all of these Terms and may delegate any of its rights or obligations under these Terms, either in part or in full. You are not permitted to assign these Terms, either partially or in full, nor can you transfer or sub-license your rights under these Terms to any third party.