Vital Records, Inc.Terms and Conditions

Please read the Terms and Conditions (“Terms”) carefully prior to utilizing any of Vital Records Inc.’s (“VRI’s”) Internet related technologies or services including any websites, ftp sites, portals or other online services (collectively, the “Sites”).

By accessing and/or using any of the Sites, you agree to and are bound by these Terms. You should review these Terms regularly, as they may change at any time at our sole discretion without notice or other obligation to you. Your continued use of any of the Sites following such changes signifies your agreement to be bound by such changes. If you do not agree to any term or condition of these Terms, you must not access or otherwise use the Sites. For the purposes of these Terms, “Content” refers to any materials, data, documents, applications, source code, images, graphics, logos, design, audio, video and any other information provided from or on the Site; “you” and “Client” shall mean the individual or entity using any of the Sites, and such individual or entity’s employees and permitted successors and assigns, and “Client Content” means any Content provided by you for posting and/or availability via any of the Sites.

Your use of the Sites and the Content may be further subject to additional terms in the following additional documents (collectively, “Additional Terms”), which are incorporated in their entirety herein: (a) any engagement letter, services agreement, purchase order or other agreement for the purchase of VRI services, (b) any written authorization regarding the use of any Site, (c) any additional terms and conditions posted in connection with any of the Sites and/or any portion or section thereof, and (d) our Privacy Policy. In the event of a conflict between these Terms and the terms and conditions of any of the Additional Terms, the terms and conditions of the Additional Terms shall control with respect to the subject matter thereof. In connection with your use of some of the Sites, you may also be required to “click through” or click to agree to terms and conditions that are substantially similar to these Terms and/or additional terms and conditions. In the event of a conflict between these Terms and the terms and conditions of such “click through” terms and conditions, the terms and conditions of such “click through” terms shall control with respect to the use of such Sites and any Content thereon.

1. We Provide The Sites For Your Convenience Only

The Sites are provided as a convenience and for your information only. We do not warrant or represent that the Client Content is:

    • accurate or complete;
    • up-to-date or current;
    • free from inaccuracies, omissions or errors; or
    • free from changes, errors or problems caused by any third party.

We do not have a duty to update the Sites and/or any Content, and any updates to the Sites and/or the Content will be subject to our sole discretion. We do not warrant or represent that your access to the Sites will be free from interruptions, errors, computer viruses or other harmful components. We reserve the right to modify, update, delete or replace the Sites and/or the Content, and any portion thereof or services offered in connection therewith, at any time and from time to time in our sole discretion. We further reserve the right at any time and from time to time in our sole discretion to charge fees for any Sites, Content or services, regardless of whether such Sites, Content or services were previously offered at no charge.

Except as agreed in any Additional Terms, you acknowledge and agree that VRI, in its sole discretion, without notice or any further obligation to you, may: (a) temporarily suspend or permanently discontinue your, and refuse any and all current and future, access to or use of any or all of the Sites and/or the Content or Client Content, and (b) take any other necessary or appropriate actions in case of technical problems or unauthorized activities.

2. We Provide the Sites “As Is” and “As Available” and Disclaim All Warranties and Liability


We do not assume, and hereby expressly disclaim, any liability in connection with your use of the Sites or any Content. In other words, you use the Sites at your own risk. Under no circumstances shall we or any of our directors, officers, employees, agents or contractors be liable for any direct or indirect, special, incidental, punitive, exemplary, multiplied or consequential damages, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY CLIENT CONTENT, NEGLIGENCE, loss of data or profit arising out of the use or the inability to use the Sites and/or the Content. If your use of the Sites results in ANY INTERRUPTION, IMPAIRMENT OR LOSS OF, OR your need to service, repair or correct, any software, equipment, systems or data, you agree to assume, and hold us harmless from, any costs in connection therewith. SECTIONS 2, 9 AND 12 HEREOF STATE EACH PARTY’S SOLE REMEDY AND EXCLUSIVE LIABILITY FOR ALL DAMAGES WHATSOEVER IN CONNECTION WITH THESE TERMS, THE SITES AND THE CONTENT.

3. You Are Solely Responsible for Controlling Access to and Use of Your Password

Some of the Sites may permit access to certain Client Content. You may access and use such Sites only to the extent expressly permitted by VRI in the applicable Additional Terms. You acknowledge and agree that any login, identifier, password or access key (each, a “Password”) issued to you or generated by you connection with VRI’s grant of access to any such Sites is confidential information. You may disclose any Password only to authorized employees of your company. You must maintain the confidentiality of any Password, and you must not disclose such Password to any other person or entity. You acknowledge and agree that you are solely responsible for any access and use of the Sites in connection with your Password, and any other actions or other use of your Password and that you will immediately notify VRI of any unauthorized access to the Sites. You must promptly change your Password and promptly notify VRI in writing regarding the exclusion of any of your personnel or former personnel from accessing any of the Sites and/or any Client Content. VRI recommends that you institute periodic password changes to prevent any unauthorized access to any of the Sites and any Client Content.

4. You Are Responsible for Determining What Client Content Will Be Accessible Via the Sites.

Clients are not required to utilize any of the Sites unless they choose to. In the event that VRI grants access to any of the Sites through which Client Content may be accessed, and you decide to utilize any such Sites, you are solely responsible for determining what, if any, Client Content will be posted and/or available via the Sites. You hereby represent and warrant that you have all right and authority necessary to provide any Client Content or other information that you submit to be posted or made available via the Sites, that any information that you provide about yourself and/or your company will be complete, accurate and up to date, and that such information and VRI’s use thereof does not violate the rights of any third party.

5. You Are Responsible for the Accuracy of Any Client Content.

To the extent that VRI has granted such Client access to any of the Sites through which Client Content may be accessed, it is up to each such Client to ensure that any Client Content is accurate and up to date. VRI will use commercially reasonable efforts post the information as it is requested or supplied by you, but, VRI will not validate, and in no event will VRI be responsible for validating, the accuracy, timeliness or completeness of such Client Content.You must notify VRI in writing and provide a detailed written description of any modifications that you request be made to the Client Content. VRI will use commercially reasonable efforts to promptly make any reasonable changes requested in writing by you.

6. Links to Third Party Websites

Any links on the Sites to third party sites are provided solely as a convenience to you. We reserve the right to terminate a link to a third party website at any time. The fact that we provide a link to a third party website does not mean that we endorse, authorize or sponsor that website or its products. It also does not mean that we are affiliated with the third party website’s owners or sponsors. VRI does not control such websites and is not responsible for any such websites or the content, products or services offered by any third parties. If you decide to access any third party websites, you do so entirely at your own risk, and you may be subject to the terms and conditions and the privacy policies imposed by such third parties.

7. Third Party Links to the Sites

If a third party links to our Sites, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to the Sites.

A website that links to any of the Sites:

    • May link to, but not replicate, the Sites or the Content;
    • May not create a browser, border environment or frame the Sites or the Content;
    • May not imply that we are endorsing it or its products;
    • May not misrepresent its relationship with us;
    • May not present false information about our products or services; and
    • May not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.

8.  If You Transmit or Provide Data to the Sites, It must be considered to be Non-Confidential

Confidential Client Content and information will be handled in accordance with any applicable Additional Terms. Except as expressly agreed in the applicable Additional Terms, we do not want to receive confidential or proprietary information from you through the Sites. If you transmit to or post on the Sites any such material, data, information or idea by any means, it will be treated as non-confidential and non-proprietary and may be disseminated or used by us for any purpose.

You are not authorized to post on or transmit to or from the Sites any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law.

9. Your Use of the Sites is Restricted

All right, title and interest in the Sites, the Content and the Marks (as defined below), including any intellectual property and proprietary rights, are owned exclusively by VRI. The Sites and Content are copyrighted and protected by U.S. and worldwide copyright and other intellectual property laws and treaty provisions. In addition, the Content is protected by trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes.

You may not, and you may not permit any of your personnel to, (a) distribute, rent, lease, subcontract, operate or otherwise grant access to, or use, the Sites or the Content for the benefit of any third party, (b) decompile, disassemble, reverse engineer or translate or change, modify or otherwise alter the Sites or any technology accessible thereon or (c) interfere with or alter the Sites or gain access to any other services, hardware or networks owned, maintained or operated by VRI. You represent, warrant and covenant that you will use the Sites and the Content only for non-commercial, authorized and legal purposes, consistent with all applicable laws, rules, regulations and the proprietary rights of third parties and these Terms and any applicable Additional Terms.

Neither the Site, nor any Content owned, operated, licensed or controlled by us may be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way. You also may not, without our permission, “mirror” any material contained on the Sites on any other server. The sole exceptions to these restrictions are:

    • you obtain written permission from us to waive these restrictions; or
    • you may download one copy of the Content for informational and personal use only, provided you keep intact all copyright and other proprietary notices and do not modify, and will not copy or post, the Content on any network computer or broadcast in any media.

If you violate these restrictions, you may be subject to civil and criminal penalties. If we waive these restrictions in accordance with these Terms, the permission terminates automatically if you breach these Terms.

10. Use Of the Marks Is Restricted

The trademarks, service marks, logos, trade names and trade dress (collectively, the “Marks”) used and displayed on the Sites are our registered and unregistered trademarks and/or the registered or unregistered trademarks of our licensors. You may not use, and nothing on the Sites should be construed as granting any license or right to use any of the Marks, without our prior written permission. The Marks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without prior written permission. You are not authorized to use any of the Marks as a hyperlink to the Sites unless you obtain our prior written permission.

11. You are Bound by Changes to these Terms

We may at any time modify, amend, revise or replace these Terms by updating this posting. By using any of the Sites following any such modification, amendment, revision or replacement, you agree to be bound by the terms thereof and should therefore periodically visit this page to determine the then-current Terms to which you are bound.

12. You Agree to Indemnify Us for Using the Sites

You agree to indemnify, defend and hold harmless VRI, its officers, directors, employees, agents, licensors, suppliers and any third party information providers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or use of the Sites by you.

13. Miscellaneous

Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. You agree that no joint venture, partnership, employment or agency relationship exists between you and VRI as a result of these Terms, any Additional Terms or your use of the Sites. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. We may assign our rights and duties under these Terms to any party at any time without notice to you. All notices, demands and other communications hereunder shall be in writing, provided that VRI may provide notice to you by posting announcements to the Sites. Except with respect to that body of law relating to conflicts of law, the laws of the State of New Jersey shall govern these Terms. The parties agree to submit to jurisdiction and venue in the State of New Jersey and in the U.S. district courts located therein. If any provision of these Terms or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of these Terms, or the application thereof to any person or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of these Terms shall be valid and enforced to the fullest extent of the law. These Terms, together with any Additional Terms, constitutes the complete agreement between the parties and supersedes all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof. Sections 2, 3, 10, 12, 13 and such other provisions that, by their terms, should survive any termination or expiration of these Terms, shall survive any termination or expiration of these Terms. The headings and titles in these Terms are for convenience only and shall not have any legal or contractual effect.