Access and use of the website at www.vastspace.com and any other website linking to these Terms of Use (collectively, the “Website”) is conditioned on acceptance, without modification, of these Terms of Use. By accessing or using the Website, you represent that you have read and understand these Terms of Use and agree to be bound by them. If you do not wish to be bound by these Terms of Use, do not access or use the Website. Vast reserves the right, at its sole discretion, to modify these Terms of Use at any time, effective immediately upon posting. By continuing to use the Website or Content after any such posted modification, you agree to be bound by these Terms of Use as so modified.

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THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

THESE TERMS ARE SUBJECT TO CHANGE AS DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS (OR ANY PORTION OF THESE TERMS), INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER, YOU MAY NOT USE THE SITE OR SERVICES AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE SITE AND SERVICES.

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Intellectual Property Rights.  

This Website is owned and operated by Vast Space LLC or one of its affiliates (collectively, “Vast” or “Company”). All of the content on the Website, including without limitation the images, text, information and data, and video content displayed, downloadable, or otherwise accessible in or as part of the Website (but excluding third party content available through third party links discussed below) (collectively, the “Content”), is the exclusive property of Vast or its licensors. The Website and the Content are protected by intellectual property and other laws. The availability or downloading of Content does not transfer or grant to you any right, title or interest in or to the Content or any intellectual property rights therein. No Content may be used, copied, displayed, transmitted or otherwise exploited via any means except as we expressly permit in writing (including in Vast’s Media Assets Terms of Use). Vast hereby expressly reserves all rights in the Website and Content not expressly granted in these Terms of Use and the Media Assets Terms of Use.

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Use of the Website.

Access to and use of the Website and the Content are provided at Vast’s sole discretion. Vast reserves the right to modify, update, suspend, discontinue, and restrict the availability and use of the Website and the Content, in whole or in part, at any time and without notice or liability. Vast operates the Website from the United States of America and information submitted to the Website will be transmitted and stored there. Vast does not claim that the Website or Content are appropriate or available for use in locations outside the United States.

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Restrictions.

You agree that you will not use the Website or any of the Content:

1. in violation of any law or regulation or in an abusive, deceptive, or harassing manner;
2. in a manner intended or reasonably likely to restrict or inhibit anyone’s use or enjoyment of the Website, or which, as determined by us, harms or is reasonably likely to harm Vast, the Website, users of the Website, or networks on which the Website or the Content is hosted or operated, including by introduction of malicious code or through denial-of-service attacks;
3. violate restrictions of the Website, or bypass other measures employed to prevent or limit access to the Website or the Content by hacking or other means;
4. except as permitted by the Media Assets Terms of Use, copy, redirect, or exploit the Website or any Content, copy, modify, or display Vast’s name, logo, trademarks or service marks, or include Vast’s names or trademarks or service marks or any Vast executive’s name, or any variation of any of the foregoing, as a meta-tag, hidden textual element, or any other indicator that may create an impression of affiliation, sponsorship, or endorsement;
5. probe, scan, or test the vulnerability of the Website or of the network supporting the Website; or
6. frame the Website or the Content using “framing” or any other similar technology.

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Disclaimers.

YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK. THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. VAST MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE CONTENT. TO THE FULLEST EXTENT PROVIDED BY LAW, VAST WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY BE TRANSMITTED TO OR AFFECT YOUR COMPUTER EQUIPMENT OR SOFTWARE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ACCESS OR USE OF THE WEBSITE OR THE CONTENT OR ANY THIRD PARTY WEBSITE LINKED FROM OR TO THE WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES TO THE EXTENT THAT THEY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Limitations of Liability.

UNDER NO CIRCUMSTANCES WILL VAST OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS OR OTHER REPRESENTATIVES, BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR THE CONTENT. IN NO EVENT WILL VAST’S LIABILITY RESULTING FROM YOUR ACCESS AND USE OF THE WEBSITE AND THE CONTENT EXCEED USD $100. THIS SECTION DOES NOT AFFECT ANY LIABILITY TO THE EXTENT THAT IT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Third Party Links.

The Website may from time to time contain links or pointers to Internet websites owned, operated, or maintained by third parties. These links do not imply endorsement by Vast of such third party websites or their content. Vast does not operate or control, and expressly disclaims any responsibility for, such third party websites, which are linked and made available through the Website on an “AS IS” basis without warranties of any kind, express or implied.

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Indemnification.

You agree to defend, indemnify, and hold harmless Vast Space LLC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use.

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Severability.

If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions. The affected provision shall be modified to the extent necessary to make it lawful, not void or enforceable, as the case may be, in such a manner as comes closest to preserving the intentions of such provision.

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Governing Law; Jurisdiction; Disputes.

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website may be instituted exclusively in the federal and state courts located in Los Angeles County in the State of California except to the extent Vast and you agree otherwise in writing. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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Arbitration and Dispute Resolution.

By accessing and/or using this Site, you agree to try to settle any dispute with Vast arising from or related to your use or access of this Site by sending a letter describing the basis for the dispute and allowing the Company at least 30 days to respond after the Company will have received your letter. If you want to send such a letter to the Company, send it to info@vastspace.com.  The Company will respond to you at the address the Company has on file for you.

The parties will cooperate and attempt in good faith to resolve any dispute or claim arising out of or relating to this arbitration agreement or the construction, interpretation, performance, breach, termination, enforceability, or validity thereof, or arising out of or relating to your use of or access to the Site.

You and Vast agree to attempt to resolve the dispute under the terms described in the preceding paragraph before you or Vast will commence any litigation or file a claim against the other party.

By accessing and/or using this Site, you unconditionally agree that any dispute which cannot otherwise be resolved as provided above after the parties have negotiated the resolution of the dispute for at least fifteen (15) business days will be decided entirely by binding arbitration on an individual basis, which means you and the Company waive the right for a judge or jury to decide such claims and means that you may not proceed in a class, collective, or consolidated capacity. Your rights and Vast’s rights during the arbitration process may be more limited than the rights you or Vast would have in civil trial or appellate courts. The Federal Arbitration Act and federal arbitration law apply to this arbitration agreement.

At the beginning of any arbitration process under this arbitration agreement, you and the Company will need to select an arbitrator by mutual agreement. The arbitrator shall be a retired federal judge or judge of the state court of general jurisdiction, or another qualified and impartial person that you and the Company decide upon. In the event you and the Company cannot agree on the selection of an arbitrator, the Company will select an alternative dispute resolution provider and request from that provider a list of an odd number of potential arbitrators. From that list you and the Company will alternatively strike arbitrators, with the Company going first, until one arbitrator is left. That arbitrator shall be the arbitrator who will hear the case. If you and the Company cannot agree on an alternative dispute resolution provider, an arbitrator will be appointed according to law. Payment of all filing, administration and arbitrator fees will be governed by the selected arbitrator’s or alternative dispute resolution provider’s applicable rules. 

The arbitrator shall have the same authority as a state or federal court would have to issue subpoenas to third parties for production of documents and for depositions, in addition to subpoenas to appear at any arbitration hearing. In any arbitration proceeding under this arbitration agreement, all rules of pleading under the Federal Rules of Civil Procedure, the Federal Rules of Evidence, and all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings shall apply and be observed, unless you and the Company agree otherwise. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings shall be privileged. The arbitrator’s award(s) shall include the arbitrator’s written reasoned opinion. Resolution of all disputes shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law.

You and the Company each agree to bring any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective action basis. This arbitration agreement shall not be construed to allow or permit the consolidation or joinder of claims of other claimants, or to permit such claims to proceed as a class, representative, or collective action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial or to participate in a class action against the other. No arbitrator shall have the authority under this arbitration agreement to order any such class or collective action. Any dispute regarding the validity, scope, or enforceability of this arbitration agreement, or concerning the arbitrability of a particular claim, shall be resolved by a court, not by the arbitrator. You agree to waive any substantive or procedural rights that you may have to bring or participate in an action brought on a class or collective basis.

The arbitral award will be final and binding. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. 

Each party will bear its own fees, costs and expenses of the arbitration, and its own legal expenses, attorneys’ fees, and costs of all experts and witnesses, provided, however, that the arbitrator may award arbitration costs, including legal, auditing, and other fees to the prevailing party in the arbitration proceeding if the party prevails on a claim based on a statute or contract that provides for award of such attorneys’ fees and costs to the prevailing party. The Parties agree to use any mass arbitration rules and fee schedule of the selected arbitration forum, if available and if applicable, including if such rules or fee schedule become applicable after the commencement of arbitration.

Each party retains the right to seek judicial assistance: (a) to compel arbitration; (b) to obtain interim measures of protection prior to or pending arbitration; (c) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information or to enjoin infringement or other misuse of intellectual property rights; or (d) to enforce any decision of the arbitrator, including the final award.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PERMITTED UNDER THIS AGREEMENT OR AS PROVIDED IN THE ARBITRATOR’S OR ARBITRATION AGENCY’S APPLICABLE RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR VAST WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

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No Waiver.

The failure of Vast at any time to require performance by you of any provision of these Terms of Use will in no way affect the right of Vast to enforce the such provision, nor will the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach or the provision itself.

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Contacting Vast.

If you have any queries regarding the Website, please submit your query to Vast by email to: info@vastspace.com.