Valente Sherman, Inc. Terms of Use


Last updated: August 5, 2019


Valente Sherman, Inc., a California corporation, and/or its affiliates (“Valente Sherman”, “we,” “us,” or “our”) provide website features and other products and services to you (“you” or “your”) when you visit www.visotrust.com (the “Website”), use app.visotrust.com, Valente Sherman products or services, or use software provided by Valente Sherman in connection with any of the foregoing (collectively, “Services”). Valente Sherman provides the Services subject to the following conditions.


By using the Services, you agree to these Terms of Use (“Terms”). Please read them carefully.  If you do not agree to these Terms, you should not use the Services. 


Notice Regarding Dispute Resolution: These Terms contain provisions that govern how claims you and we may have against each other are resolved (see Section 13 below), including an agreement and obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration, unless you opt-out. Unless you opt-out of arbitration: (a) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding; and (b) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.


1. Privacy

Valente Sherman’s information collection and use policies with respect to personal information or personally identifiable information and the privacy of such information are set forth in the Privacy Policy, which is incorporated herein by reference for all purposes.  Please review our Privacy Policy, which also governs your use of the Services, to understand our practices.


2. Who May Use the Services

You may use the Services only if you agree to form a binding contract with Valente Sherman and are not a person barred from receiving the Services under the laws of the applicable jurisdiction.  If you are accepting these Terms and using the Services on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you,” and “your” as used in these Terms shall refer to such entity.


In using the Services, you represent and warrant that you (a) have not previously been suspended or removed from the Services or Website; and (b) that you have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party.


3. Policy on Children
 
The Website and Services are not targeted towards, nor intended for use by, anyone under the age of 13. By using the Services, you represent and warrant that you are 13 years of age or older. If you are not at least 13 years of age, do not access, use or register for an account on the Website. 


4. License and Access to Services 

Subject to your compliance with these Terms and our Privacy Policy, Valente Sherman grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Services.   All rights not expressly granted to you in these Terms are reserved and retained by Valente Sherman or its licensors, suppliers, publishers, rightsholders, or other content providers.  


5. Prohibited Use of The Services 

When using the Services, you are expressly prohibited from and agree not to:

  • upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services or the Services themselves such as a virus, “spyware,” “adware” or other code that could adversely impact the Services.
  • use any robot, spider, scraper or other automated means or interface not provided by us to access the Services or extract data or gather or use information, such as email addresses, available from the Services or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”.
  • interfere with the servers or networks underlying or connected to the Services or to violate any of the procedures, policies or regulations of networks connected to the Services.
  • take any action which might impose a significant burden (as determined by us) on the Services’ infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Services.
  • reverse engineer any licensed software, application, or any other aspect of the Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services.
  • access or use the Services in any way that is not in compliance with any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms.
  • impersonate any other person while using the Services, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral or harmful purpose.
  • alter information on or obtained from the Services.
  • resell any Services purchased through Valente Sherman for commercial purposes.
  • download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Services.
  • copy, distribute, republish or transmit in any way, without our prior written consent and proprietary content of Valente Sherman.
  • use the Services for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes).
  • publicly disseminate Confidential Information (as hereinafter defined) that you obtain through the Services, including Confidential Information obtained from another user’s private security profile.

Your use of the Services and the license granted by Valente Sherman are subject to immediate termination if you do not comply with these Terms.


6. Registration and Account

In order to access the Services, you will be required to register an account, be logged in to the account, and have a valid payment method associated with such account. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. You can manage your payment options by accessing your profile via the Website.  

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. Valente Sherman reserves the right to refuse service, terminate accounts, terminate your rights to use Services, remove or edit content, or cancel orders in its sole discretion.

In addition to the foregoing, by registering an account with us, you agree that users may view your company name and communicate with you to request access to your security profile or respond to your inquiries made via the VISO Trust platform.

7. Confidentiality and Use of Materials

Once you are granted access to a user’s private security profile through our database, you agree to treat all Confidential Information contained with that profile as confidential.  For purposes of these Terms, “Confidential Information” means code, inventions, know-how, product plans, inventions, and technical and financial information contained within a private security profile that should reasonably be considered confidential based on the nature of the information disclosed.  You agree not to disseminate or otherwise provide any Confidential Information obtained from a user’s private security profile to any person who is not an authorized account holder, user or otherwise has a need to know.  You may use the information you obtain from a private security profile only in connection with the Services.  Use for any other purpose is prohibited unless otherwise agreed to in writing by us or the profile owner.  Valente Sherman reserves the right to terminate the Services if you are found to have violated or breached the confidentiality provisions set forth herein.


8. User Communications and Content 

You may post or upload comments, photos, videos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information via the Services (“User Content”).  In doing so, you acknowledge and agree that the User Content:

  • is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable.
  • does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. 
  • does not originate from a false email address, impersonate any person or entity, or otherwise mislead as to the origin of content.
  • is owned by own or you otherwise control all of the rights to the User Content that you post.
  • is accurate and not misleading.
  • does not violate these Terms and will not cause injury to any person or entity.


Valente Sherman reserves the right (but does not have the obligation) to remove or edit User Content, but does not regularly review posted content.  You will indemnify Valente Sherman for all claims resulting from User Content you supply. Valente Sherman takes no responsibility and assumes no liability for any User Content posted by you or any third party. 
If you do post User Content, and unless we indicate otherwise, you grant Valente Sherman a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User Content throughout the world in any media. You grant Valente Sherman and sublicensees the right to use the name that you submit in connection with such User Content, if they choose. 


Notwithstanding anything herein to the contrary, Valente Sherman does not directly or indirectly endorse or sponsor any user’s product or services in any way for any purpose.  The decision about whether or not to enter into a business relationship with a user based on information provided on the Website or via the Services resides solely with you and is done at your sole risk.


9. Intellectual Property 

You must respect the intellectual property laws protecting Valente Sherman’s Services.  Any content available through the Services, including software (whether downloadable or not), text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Proprietary Content”) is owned by Valente Sherman and protected by the intellectual property rights of Valente Sherman or its affiliates and/or third-party licensors, where applicable.


Copyright

All Valente Sherman content included in or made available through any Valente Sherman Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Valente Sherman or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Valente Sherman Service is the exclusive property of Valente Sherman and protected by U.S. and international copyright laws.


Trademarks

Valente Sherman™, the Valente Sherman logo, VISO Trust®, and all other Valente Sherman graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Valente Sherman Service are trademarks or trade dress of Valente Sherman in the U.S. Valente Sherman's trademarks and trade dress may not be used in connection with any product or service that is not Valente Sherman's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Valente Sherman. 


All other trademarks not owned by Valente Sherman that appear in any Valente Sherman Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Valente Sherman.


10. Sanctions and Export Policy

You may not use any Valente Sherman Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.


11. Third Party Links

We may provide links to the sites of affiliated companies and certain other businesses. Any such third-party services are not sponsored by or affiliated with Valente Sherman. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their websites). Valente Sherman does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other terms of use.


12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY VALENTE SHERMAN ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. VALENTE SHERMAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, VALENTE SHERMAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VALENTE SHERMAN DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, VALENTE SHERMAN'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM VALENTE SHERMAN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, VALENTE SHERMAN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY VALENTE SHERMAN SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY VALENTE SHERMAN SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.


13. Disputes

Please Read This Following Section Carefully—It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court


Initial Dispute Resolution 

We are available by email at support@visotrust.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.


Agreement to Binding Arbitration

If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant the section above, then either party may initiate binding arbitration in Alameda County, California.  All claims arising out of or relating to this agreement (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) on a confidential basis in accordance with the provisions of AAA’s Consumer Arbitration Rules, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement, including, but not limited to any claim that all or any part of this agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction, subject to review in accordance with applicable statutes governing arbitration awards. The interpretation and enforcement of this agreement shall be governed by the Federal Arbitration Act.

THE AAA’S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING THE AAA AT 1.800.778.7879. TO THE EXTENT THE FILING FEE FOR THE ARBITRATION EXCEEDS THE COST OF FILING A LAWSUIT, WE WILL PAY THE ADDITIONAL COST. A REQUEST FOR PAYMENT OF FEES SHOULD BE SUBMITTED TO AAA ALONG WITH YOUR FORM FOR INITIATING THE ARBITRATION, AND WE WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FEES DIRECTLY TO AAA. IF THE ARBITRATOR FINDS THE ARBITRATION TO BE NON-FRIVOLOUS, WE WILL PAY ALL OF THE ACTUAL FILING AND ARBITRATOR FEES FOR THE ARBITRATION, PROVIDED YOUR CLAIM DOES NOT EXCEED $75,000. THE ARBITRATION RULES ALSO PERMIT YOU TO RECOVER ATTORNEY’S FEES IN CERTAIN CIRCUMSTANCES.

THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.


Class Action and Class Arbitration Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.


Exception – Small Claims Court

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.


Exception – California Private Attorneys General Act Action

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act. 


30-Day Opt Out Right

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth herein by sending written notice of your decision to opt-out to the following email address: info@visotrust.com.  The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.


Exclusive Venue for Litigation


To the extent that the arbitration provisions set forth herein do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Alameda County, California (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Alameda County, California for any litigation other than small claims court actions.


14. Electronic Communications

You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.


15. No Commercial Use

The Services are not intended for commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges and the immediate cessation of Your right to use the Services.


16. Indemnification

You agree to hold Valente Sherman, and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Services; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any other user of the Services; (iv) Valente Sherman’s resolution (if any) of any dispute you have with any other user of the Services; (v) your improper authorization for Valente Sherman to collect, use or disclose any User Content provided by you; and (vi) any disclosures made with your permission.


17. Applicable Law 

By using any Valente Sherman Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Valente Sherman.


18. Modification of Terms and Website; Severability

We reserve the right to make changes to our Website and these Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.


19. Assignment

Valente Sherman may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.


20. No Waiver

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.


21. Force Majeure

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.


22. Entire Agreement

These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.


23. How to Contact Us

Valente Sherman
1906 Jackson Street, Suite 2
Oakland, CA  94612
info@visotrust.com
www.visotrust.com 


24. Copyright Infringement/DMCA

Valente Sherman respects the intellectual property rights of others and requests that users of the Services do the same. If You believe that your work is being used in connection with the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Valente Sherman to locate the material (for example, by providing a URL to the material); (d) your name, address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our designated agent to receive notification of claimed infringement can be reached at:

Valente Sherman
Attn: Copyright Agent, Paul Valente 
1906 Jackson Street, Suite 2
Oakland, CA  94612
info@visotrust.com

With a copy to:

Scherer Smith & Kenny LLP
Attn: Brandon D. Smith
140 Geary Street, 7th Floor
San Francisco, CA  94108
bds@sfcounsel.com


It is our policy to terminate in appropriate circumstances any account or user for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an account or user for even one instance of infringement