1.            Definitions

1.1          “SelectVo” refers to SelectVo.com LLC and any and all affiliates. "You" and "Your" refers to (a) a company or organization (each an “Entity”) accessing the Site, if use of the Site will be on behalf of such Entity; or (b) an individual accessing the Site, if use of the Site will not be on behalf of an Entity. “Site” refers to any and all web pages, downloadable and non-downloadable software, online services, web applications, all materials uploaded to and/or downloaded from selectvo.com in connection with using SelectVo's Software as Service (SaaS), and all updates, error corrections, communications, revisions, notices and related documentation provided by SelectVo. “Agreement” means these Terms plus any documents these Terms incorporate by reference. “Party” refers to a party to this contract (You or SelectVo), and “Parties” refers to both parties to this agreement (You and SelectVo). 

2.            Usage

2.1          You represent and warrant that you are: (a) of legal age (18 years of age or older), and (b) legally and mentally competent to agree to these Terms. If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you are authorized to agree to these Terms on that entity’s behalf and bind them to these Terms. You acknowledge that you are not authorized to use the Site if you can't make these representations.  

3.            Permitted Use & Limited License

3.1          By use and access of the Site and therefore acceptance to be bound by these Terms, SelectVO grants You a personal, nonexclusive, nontransferable, limited license to use the services on the Site.  You shall not use the Site for any illegal purpose or in any manner inconsistent with these Terms.  You acknowledge, represent and warrant that You must create Your own account and must not make the Site available in any manner to any third party, including Your employees, agents, and contractors. You acknowledge, represent and warrant that You are solely responsible for all activities undertaken by You in connection with use of the Site, including but not limited to activities undertaken by users who gain access to Your account.  You are solely responsible for maintaining the security and privacy of Your account and password and hold SelectVO not liable and harmless for activities undertaken by any user of Your account.  You acknowledge, represent and warrant that You may not transfer rights associated with these Terms.  You acknowledge, represent and warrant that you cannot alter, copy, modify, decompile, disassemble, reverse engineer, duplicate the Site, or remove intellectual property notices or any notices from the Site. All rights not expressly granted in this Agreement are reserved by SelectVO.

4.            Ownership

4.1          Intellectual Property.  You acknowledge that the Site contains materials that are proprietary and protected by copyright laws, trademark laws, trade-secret laws, trade-dress laws, unfair competition laws, international treaty provisions, and other intellectual property laws and treaties.  You acknowledge that all copyrights, trademarks, service marks, patents, trade-dress, designs, lay-outs, logos, taglines, and all other intellectual property or other proprietary rights of any type in and to the Site, and all modifications, enhancements, derivatives, copies, and alterations of the Site regardless of who made any modifications, if any, are, and shall remain the sole and exclusive property of SelectVO. The license for use granted herein does not transfer any ownership rights from SelectVO to You or any other intellectual property rights.

4.2          User Submissions.  The Site may enable you to attach, submit, post, upload, or otherwise make available content on the Site ("User Content").  You acknowledge, represent and warrant that you grant SelectVo a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display this User Content throughout the world in any form.  You acknowledge, represent and warrant that you own or otherwise have the rights to the User Content and that use of the User Content does not violate these Terms or any applicable laws.  You acknowledge, represent and warrant that SelectVo does not, nor is it obligated, to screen, verify, or ratify User Content, and that you assume sole responsibility for all risks associated with your selection and use of User Content and indemnify and hold SelectVo harmless for any loss, harm or damage associated with your use of User Content. You acknowledge, represent, warrant and agree that SelectVo reserves the right in its sole discretion to delete, remove, reject, move, or edit any User Content. 

5.            Compliance with Laws

5.1          You agree to use the Site in compliance with all applicable state and federal laws and not to use the Site for any illegal purposes including without limitation uses that:

a) Violate anyone's right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

b) Are harmful, threatening, abusive, harassing, tortious, defamatory, pornographic, discriminatory, vulgar, profane, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

c) Attempt to impersonate someone or that falsely states or conceals your affiliation with another person or entity or misrepresents your identity or affiliation with organizations or individuals in any way;

d) Enable the probing, scanning, or testing the vulnerability of the website or its infrastructure or enables the tampering, hacking, modifying, or any attempt to breach security or authentication measures;

e) Transmit material or electronic correspondence that contains viruses, Trojan horses, worms, or any other devices that intend to (or actually) damage or disrupt the website or its infrastructure;

f) Collect, store, access or otherwise obtain information about this site and any of its users in any way;

g) Cause the Site in any way to perpetuate Spam;

h) "hacks" information of another user or anyone else;

e) Facilitate any person(s) in engaging in any of the activities described above.

6.            Relationship of the Parties

6.1          Nothing in this Agreement shall be construed as creating any obligation, expressed or implied, on behalf of SelectVO or You, or to represent the other party as agent, employee or in any other capacity. Nothing in this Agreement obliges the parties to enter into any further agreement(s) with each other.

7.            Termination

7.1          This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically or otherwise cease to be effective without notice from SelectVO if You fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, You shall cease all use of the Site.

8.            Third Party Software

8.1          The Site may contain or use third party software, code, or other copyrighted material (“Third Party Software”). SelectVO claims no and has no responsibility with respect to any third-party materials. 

9.            Entire Agreement; Governing Law

9.1          This Agreement may not be modified by You and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of SelectVO. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. No action, regardless of form, arising out of this Agreement may be brought by You more than one year after the cause of action has arisen. SelectVO shall have the right to collect from You its reasonable expenses incurred in enforcing this Agreement including internal costs and attorneys’ fees. Waiver or failure of SelectVO to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. You may not assign, transfer or sublicense Your rights, duties or obligations under this Agreement, in whole or in part.

9.2          This Agreement is governed by the substantive and procedural laws of the State of California, USA, and You agree to submit to the exclusive jurisdiction of, and venue in, the courts of California in any dispute arising out of or relating to this Agreement. This Agreement incorporates by reference the privacy policy and terms of service found on the SelectVO websites.

10.         No Warranty

10.1       You expressly acknowledge and agree that use of the Site is at Your own sole risk. The Site is provided and licensed "as is" without warranty of any kind, either expressed, implied, including, but not limited to the implied warranty of merchantability, condition of title, non-infringement and fitness for a particular purpose. You further acknowledge there is no guarantee that the use of the Site will not be error free. No oral or written information or advice given by SelectVO shall create a warranty.  You agree to be solely responsible for your actions and the contents of your transmissions through the Site, namely:

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND ANY MATERIALS OR INFORMATION PROVIDED IS AT YOUR SOLE RISK ON AN "AS IS" AND "AS AVAILABLE" BASIS. SELECTVO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SELECTVO MAKES NO WARRANTY ON ITS SERVICE. SELECTVO MAKES NO WARRANTY REGARDING ANY SERVICES OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. SELECTVO MAKES NO WARRANTY ITS SITE OR SERVICE WILL MEET YOUR SATISFACTION, EXPECTATIONS, OR REQUIREMENTS. SELECTVO MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. SELECTVO MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. SELECTVO ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY DATA OR OTHER INFORMATION PROVIDED BY YOU ON THE SERVICE. You agree to indemnify, defend, and hold harmless SelectVo, its directors, officers, employees, and agents from and against all losses, expenses, damages, and costs, including reasonable attorney fees, arising out of or relating to use of the Site by you or any other person accessing the Site using your user name and password. You agree that regardless of any statute, regulation, or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose otherwise you shall be forever barred. If you misuse the Site or services, you also agree to SelectVo for claims and damages incurred to it and/or third parties. By using the Site and services, you acknowledge that SelectVo specifically disclaims any liability (whether based in contract, tort, negligence, strict liability or otherwise) for any direct, indirect, incidental, common law, statutory, regulatory, consequential, compensatory, punitive, or special damages arising out of or in any way connected with your access to or use of the Site including, but not limited to any claim of libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any Third Party rights, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with websites or any related content, including any links from your website as well as any liability associated with any viruses which may infect your computer equipment. You are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing.