Terms and Conditions

Terms of Use

Acceptance of Terms of Use

Please read through these Terms of Use carefully. By becoming a Vistage member and/or accessing and/or using Vistage’s Web site at www.vistage.co.uk (the “Public Site”) or Vistage’s membership Web site, Vistage View or any other membership Web site (each, a “Member Site” and together with the Public Site, the “Sites”), or by otherwise accessing any content found on the Sites or in connection with your Vistage membership, you are deemed to (i) have entered into an agreement with Vistage International, Inc. or one of its affiliates (“Vistage”); (ii) have represented that you are an adult in your country of residence and are at least 18 years old; (iii) have represented that you have the legal authority to accept the Terms of Use; and, (iv) have agreed to be bound by the terms set out below. If you do not agree with the Terms of Use, you are not authorized to use the Sites.
The Sites are owned and operated by Vistage.

Intellectual Property Protection

Copyright:
The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with your Vistage membership and/or the Sites (such contents, design and materials being collectively referred to as the "Content"), are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries and are owned by Vistage, the applicable expert resource speakers, the applicable authors of the content and/or the other contributors to Vistage, including contributors to the Sites. The software which operates the Sites is proprietary software and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify or otherwise create derivative works from the software.

Trademarks:
You may not use or reproduce or allow anyone to use or reproduce any trade marks (including, without limitation, the “Vistage” name and logo or other trade names found in the Content, including appearing on the Sites) for any reason without written permission from Vistage or the identified owner.

Reporting Violations:
Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2),Vistage’s designated agent for notice of alleged copyright infringement in connection with the Site is: John Cloyd, Chief Technology Officer, Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130. To file a notice of infringement with Vistage, the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be fulfilled. The text of this statute can be found at the U.S. Copyright Office web site, located at http://www.copyright.gov.

Use of Content
Subject to the Terms of Use and to the payment of any applicable fees specified by Vistage, Vistage grants you a limited, personal, nontransferable, non-sublicensable, nonexclusive license to use the Content. You may retrieve and display the Content on a computer screen, print the Content on paper (but not photocopy it) and store the Content in electronic form on your computer for your personal, non-commercial use. Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, you may not do any of the following without prior written permission from Vistage:

1. reproduce or store in or transmit to any other Web site, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network, or regularly or systematically store in electronic or print form, all or any part of the Content, or
2. modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Content (including use as part of any library, archive or similar service) without the prior written consent of Vistage, or
3. remove the copyright or trade mark notice from any copies of the Content made under these Terms of Use.

Any use of the Content not specifically permitted above is expressly prohibited.
Requests for permission for other uses may be sent to Vistage, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel.

User Content
You acknowledge and agree that Vistage shall own and have the unrestricted right to use, publish, and otherwise exploit any and all information that you post or otherwise publish on the Sites in postings, survey responses, and otherwise, and you hereby waive any claims against Vistage for any alleged or actual infringements or any rights of privacy or publicity, moral rights, or rights of attribution in connection with Vistage’s use and publication of such submissions.

Third Party Transactions
You may use the Sites to purchase products or services from Vistage's third party partners. In that event, your contract for such products will be with the third party partner and not with Vistage.

Term and Termination
Vistage may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Content). Vistage reserves the right to refuse to offer access to the Sites and/or Content to anyone at anytime without notice.
The rights of termination are in addition to all other rights or remedies of Vistage provided in these Terms of Use or by law.

Changes to the Sites
Vistage reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Content available on the Sites at any time. Vistage reserves the right to add to or change the Sites or cease offering the Sites at any time and without liability.

Registration, Passwords and Responsibilities
The Member Site is only open to you if you register and are a member of the Vistage community (includes Vistage members, chairs, speakers, Vistage Associates or staff). You are solely responsible for the confidentiality and use of and access to the Content and the Member Site using your user name and sign-on password. You agree to immediately notify Vistage if you become aware of any loss or theft of any sign-on password or any unauthorized use of a sign-on password, user name, or of the Content or the Sites. You will provide Vistage with accurate, complete registration information (including in particular your e-mail address) and inform Vistage of any changes to such information. Vistage reserves the right to monitor and record activity on the Sites, including access to the Content for the purposes of confirming your compliance with the terms of these Terms of Use, and to ensure proper site operation and performance
Each registration is for a single user only. You may not share your user name and password with any other person. Vistage does not permit access through a single name and password being made available to multiple users on a network. Vistage may cancel or suspend your access to the Sites if you do this without further obligation to you.

Confidentiality Pledge and Standards
All members of the Vistage community (including members, chairs, speakers, Vistage Associates or Staff) who access the Member Site agree to abide by the duties and obligations set out in Vistage's Confidentiality Pledge and Standards. Vistage may change the Confidentiality Pledge and Standards from time to time. If such a change is made, Vistage shall post the revised Confidentiality Pledge and Standards on the Sites.

Privacy Policy
The information that you provide about yourself to Vistage will only be used in accordance with Vistage's Privacy Policy Statement. Vistage may change the Privacy Policy Statement from time to time. If such a change is made, Vistage shall post the revised Privacy Policy Statement on the Sites.

Community Forums
The Member Site includes bulletin boards, discussion groups, blogs, chats and other areas that allow and interaction between members of the Vistage community ("Forums"). While Vistage does not control the information/materials posted to Forums by users (the "Messages"), it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the Messages and to terminate your access to and use of the Forums in the event the Messages violate the rules set out below. Vistage does not and cannot review all Messages posted by users and is not responsible for such information, including any advice or suggestions made by members of the Vistage community, including Vistage Chairs acting in their independent contractor capacity.
Certain Forums have their own community guidelines or standards which govern Messages and other content posted or otherwise published in these Forums. Community guidelines or standards applicable to a Forum can be located in that part of the Sites where the Forums are accessed. You are responsible for understanding and following these community guidelines or standards.
You are solely responsible for the content of your Messages. You must comply with any rules posted by Vistage on a Forum. You may not:

1. post, link to or otherwise publish any Messages with recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
2. post, link to or otherwise publish any Messages that are unlawful, threatening, abusive, libelous, indecent, hateful, defamatory, obscene, pornographic, sexually explicit or racially, ethnically or otherwise offensive;
3. post or otherwise publish any Messages that contain a virus or other harmful component;
4. disguise the origin of any Messages;
5. impersonate any person or entity (including, without limitation, Vistage staff or other members of the Vistage community) or misrepresent any affiliation with any person or entity;
6. post or otherwise publish any Messages unrelated to the Forum or the Forum's topics;
7. knowingly post or transmit any Messages that contain software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment;
8. collect or store other users' personal data;
9. restrict or inhibit any other user from using the Forums;
10. upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property right, privacy right, or publicity right of any person or entity;
11. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, including without limitation, initiation or perpetuation of any “Spam”, “Junk Mail”, chain letters, or any other potentially objectionable form of unsolicited communication;
12. use the Sites for any purpose or in any manner that violates any local, state, or federal law or regulation or the law or regulation of any foreign government;
13. upload, post, email or otherwise transmit without authorization any material that contains personal or private information concerning any third party person or entity, including without limitation, phone number(s) or addresses, credit/debit cards, calling cards, account numbers, social security numbers, passwords or other similar information.

Vistage may modify the rules related to Forums at any time without prior notice to you.
By submitting Messages to any Forum you agree to indemnify and hold harmless Vistage from all claims, costs and expenses (including legal expenses) arising out of any Messages posted or published by you that are in breach of these Terms of Use.
The Forums contain Messages submitted by users over whom Vistage has no control. Vistage cannot guarantee the accuracy, integrity or quality of any Messages. Some users may breach these terms and post Messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the Forum and should not rely on Messages in making (or refraining from making) any specific investment or other decisions.
It is not possible for Vistage to fully and effectively monitor Messages that are submitted for infringement of third party rights. If you believe that a message infringes your legal rights, you should notify Vistage immediate.

No Warranty, Disclaimer of Liability and Indemnity
VISTAGE MAKES NO WARRANTY, EXPRESS OR IMPLIED CONCERNING THE CONTENT, THE SITES, SOFTWARE OR PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITES (THE "SITE SERVICES"), WHICH ARE PROVIDED "AS IS" AND “AS AVAILABLE.” VISTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. IN NO EVENT WILL VISTAGE, ITS AFFILIATES OR OTHER SUPPLIERS BE LIABLE FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE SERVICES, EVEN IF VISTAGE HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. VISTAGE DOES NOT GUARANTEE THE ACCURACY, CONTENT, OR TIMELINESS OF THE CONTENT OR SITE SERVICES OR THAT THEY OR RELATED SYSTEMS ARE FREE FROM VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES.
IN NO EVENT WILL ANY LIABILITY OF VISTAGE, ITS AFFILIATES, AGENTS AND LICENSORS TO YOU (AND/OR ANY THIRD PARTY) ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE SERVICES OR BREACH OF THESE TERMS OF USE BY VISTAGE EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO VISTAGE IN RESPECT OF THE PARTICULAR SITE SERVICE TO WHICH THE CLAIM RELATES OR BY WAY OF MEMBERSHIP DUES.
UPON VISTAGE 'S REQUEST, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VISTAGE FROM ANY CLAIMS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES, RELATED TO ANY BREACH OF THESE TERMS OF USE BY YOU OR YOUR USE OF ANY SITE SERVICES.

Force Majeure
Vistage, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism or governmental restrictions.

Changes to these Terms
Vistage may, in its discretion, change these Terms of Use (including those relating to your use of Sites, Site Services and/or the Content). When the Terms of Use are changed, Vistage will notify you by e-mail or by publishing details of those changes by including them in these Terms of Use. If you use the Sites after Vistage has published or notified you of the changes, you are agreeing to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain the Content may be subject to additional terms and conditions.

Advertising, Third Party Content and other Web sites
Parts of the Site may contain third party content. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Vistage is not responsible for any third party content. The Sites may contain links to other Web sites. Vistage is not responsible for the availability of these Web sites or their contents.

Assignment of Agreement
This agreement is personal to you and your rights and obligations under these Terms of Use may not be assigned, sub-licensed or otherwise transferred. This agreement may be assigned to a third party by Vistage.

Non-Waiver
No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Notices
Notices to Vistage must be given in writing by letter and sent to Vistage at the following address: Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel.

Violations
Please report any violations of these Terms of Use to Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: Chief Technology Officer.

Severability/Survival/Statute of Limitations
If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in San Diego, California, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Whole Agreement
Save as expressly referred to herein, any representation, warranty, term or condition not expressly set out in these Terms of Use shall not apply.

Headings
Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Relationship Between the Parties
There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and Vistage arising solely through the use of the Site.

Export Controls
You shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and not export or re-export Visage Content in violation of any such restrictions, laws, or regulations. By downloading or using the Content, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

Governing Law and Jurisdiction
These Terms of Use shall be governed by, and construed in accordance with, the law of the State of California. The parties irrevocably agree that the courts of San Diego, California shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the San Diego, California courts.
For the exclusive benefit of Vistage, Vistage shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms of Use are entered into in the course of your trade or profession, the country of your principal place of business.