Terms of Service
Parties and Understandings
This Terms of Service ("Agreement") is a legally binding contract between HandMade Software, LLC,
("VIMAboard", "we", "us", "our"),
provider of the VIMAboard service and a subsidiary of S3R Unlimited Services Organization,
and you ("Customer", "you", or "your") that shall govern the purchase and use, in any manner,
of the services provided by VIMAboard to Customer (collectively, the "Services").
By purchasing and/or using the Services in any manner, you represent that you have read,
understand, and agree to all terms and conditions set forth in this Agreement, and that you
are at least eighteen (18) years old and have the legal ability to engage in a contract in
the State of Colorado.
If you do not agree to all the terms and conditions set forth in this Agreement, then you
may not use any of the Services. If you are already a customer of VIMAboard and do not
agree with the terms and conditions set forth in this Agreement, you should immediately
contact VIMAboard to cancel your Services.
1. Ownership and Services Purchased
1.1. The individual or entity set out in our records as the primary billing contact shall
be the owner of the account.
1.2. The features and details of the services governed by this Agreement are described on
the web pages detaiing the particular services or products you have purchased as of
the Effective Date, and including any changes thereto made going forward.
VIMAboard may modify the products and services it offers
from time-to-time and should any service description change subsequent to the Effective Date,
we have no obligation to modify the Agreement to reflect such a change. The services and products
provided to you by VIMAboard as set out on the Service Description Page, are referred to as the
1.3. Certain aspects of the Services are provided by third parties. These third parties
may have reserved the right to make changes, including material changes, to the services
provided by them. You may terminate this Agreement if such a change materially affects the
2. Term of Agreement
2.1. This Agreement becomes effective immediately when Customer upon use of the Services.
("Effective Date") and remains effective and binding until terminated by either party as
outlined below. This Agreement may only be modified by a written amendment signed by an
authorized executive of VIMAboard, or by the posting by VIMAboard of a revised version.
2.2. The term of this Agreement is set to the Customer's billing term ("Term").
If no Term is set out, the Term shall be one (1) year. Upon expiration of the initial Term,
this Agreement shall renew for periods equal to the length of the initial Term, unless
one party provides notice of its intent to terminate as set out in this Agreement.
3. Payments and Billing
3.1. VIMAboard will not bill you without your consent. Prior to the conclusion of
the Term period, VIMAboard will inform you of the pending expiration of any purchased license
or service. All fees are billed in United States dollars ("USD") and are subject to change
with thirty (30) days prior notice to you.
3.2. Your "Billing Term" is the period of time you have chosen to receive bills for
the Services. For example, your Billing Term may be monthly, quarterly, or annually.
3.3. VIMAboard accepts payment from customers made via check, money order, or
PayPal payment (or credit card payment) services. All payments must be initiated manually
4. Refund Policy and Billing Disputes
4.1. VIMAboard offers a sixty (60) day money back guarantee on all licensed products
and services. No refunds are offered after the first sixty (60) days of Service.
4.2. No refunds are offered on assisted inventory loading services or per-incident
4.3. Only first-time accounts are eligible for a refund under the 60 day money back guarantee.
For example, if you had or still have an account with VIMAboard, canceled and signed up again,
you will not be eligible for a refund. In addition, refunds are not offered for accounts that are
suspended or terminated for violation of this Agreement.
4.4. Refunds may may take up to one (1) week to process, and will be issued by check
sent using the U.S. Postal Service.
4.5. If you believe there is an error in VIMAboard's billing, you must contact
VIMAboard about it, in writing, within thirty (30) days of the date you are billed or
charged. VIMAboard's obligation to consider your claim is contingent on your providing
us with sufficient facts for your claim to be investigated. You waive your right to
dispute any charges or fees if you fail to notify VIMAboard in writing or to meet the
deadline set out above. If VIMAboard finds that your claim is valid, VIMAboard agrees
to either extend any existing agreement accordingly or to promptly refund the overpayment,
according to your preference.
5. Chargebacks, Reversals, and Retrievals
5.1. If VIMAboard receives a chargeback or payment dispute from a credit card
company, bank, or Paypal, your Services may be suspended without notice.
A $50 chargeback fee (issued to recoup mandatory fees passed on to VIMAboard by the
credit card company), plus any outstanding balances accrued as a result of the chargeback(s),
must be paid in full before service is restored.
5.2 If VIMAboard appeals a chargeback or other payment dispute and wins the dispute
or appeal, the funds will likely be returned to VIMAboard by the credit card company or
bank. Any double payment resulting from this process will be applied to Customer's account
in the form of a service credit, or will be refunded by check.
6. Termination of Services
6.1. Either party may terminate this Agreement by providing notice to the other as
6.2. After the conclusion of the sixty day money-back guarantee period,
you may cancel service only by allowing your license term to expire.
6.3. VIMAboard may terminate this Agreement at any time by providing notice to
you. Should VIMAboard terminate this Agreement for any reason other than a material breach
or violation of these terms, any prepaid fees shall be refunded.
6.4. One party may also terminate this Agreement upon the occurrence of a material
breach which has not been cured by the other party within ten (10) days of their receipt of
written notice of the breach. For the purposes of defining a material breach, materiality
shall be determined from the perspective of a reasonable business person with significant
experience in conducting business on the Internet. Notices of material breach must contain
sufficient detail for the party against whom the assertion of material breach is directed
to identify the breach and attempt to take corrective action.
6.5. For a period of sixty days following termination
of services, VIMAboard will make all customer data available upon request.
Thereafter, VIMAboard reserves the right to permanently
remove and destroy all customer data.
7. Right of Refusal
7.1. VIMAboard reserves the right to refuse service to anyone at any time.
Any material that, in VIMAboard's judgment, is obscene, threatening, illegal, or
violates VIMaboard's terms of service in any manner may be removed from VIMAboard's
servers (or otherwise disabled), with or without notice.
7.2. Similarly, VIMAboard reserves the right to cancel, suspend, or otherwise
restrict access to the Service(s) it provides at any time, for any or no reason, and
with or without notice. VIMAboard is not responsible for any damages or loss of data
resulting from such suspension or termination.
7.3. If any manner of communication with VIMAboard's staff could be construed
as belligerent, vulgar (curse words), attacking, highly rude, threatening, or abusive,
you will be issued one warning. If the situation continues, your account may be
suspended or terminated without refund. This includes, but is not limited to, threats
to sue, slander, libel, publicly post, or initiate a chargeback.
7.4. Due to United States law, VIMAboard cannot accept any orders originating
from countries that the United States has established an embargo on or otherwise prohibited
trade with. By becoming a customer, you represent and warrant that: (i) you are not located
in a country that is subject to a U.S. Government embargo, or that has been designated by
the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on
any U.S. Government list of prohibited or restricted parties.
8.1. VIMAboard grants to you a non-exclusive, non-transferable, worldwide, royalty
free license to use technology provided by VIMbaord solely to access and use the Services.
This license terminates on the expiration or termination of this Agreement. Except for the
license rights set out above, this license does not grant any additional rights to you.
All right, title, and interest in VIMAboard's technology shall remain with VIMAboard or its
licensors. You are not permitted to circumvent any devices designed to protect VIMAboard,
or its licensor's ownership interests in the technology provided to you. In addition,
you may not reverse engineer this technology.
8.2. You grant VIMAboard, and to any third parties used by VIMAboard to provide the
Services, a non-exclusive, non-transferable, worldwide, royalty free, license to use,
disseminate, transmit and cache content, technology and information provided by you
in conjunction with your use of the Services. This license terminates on the expiration or
termination of this Agreement. All right, title, and interest in such content or technology shall
remain with you or your licensors.
9. Service Modifications
9.1. VIMAboard reserves the right to add, modify, or remove any or all features from
any service VIMAboard provides, at any time, with or without notice. This includes, but is not
limited to, disk space limits affecting storage of your data, and limits on bandwidth consumption
during use of the service.
9.2. Modifications to service can be made for any or no reason and VIMAboard
does not guarantee the availability of any feature, whether written or implied. If the removal
of a feature materially impacts your ability to use the Service, you may terminate this Agreement.
For the purposes of this paragraph only, the term "materially" means that a reasonable business
person would not have purchased the Services for the purposes used by you.
10. Acceptable Use Policy
10.1. You shall use VIMAboard's services only for lawful purposes. Transmission,
storage, or presentation of any information, data, or material in violation of the laws
of the State of Colorado or the United States is prohibited. This includes, but is not
limited to: copyrighted material, material that is threatening or obscene, or material
protected by trade secrets or other statutes. You agree to indemnify and hold harmless
VIMAboard from any claims resulting from the use of the service which damages you or any
10.2. VIMAboard reserves the right to terminate Services for any customer or End User
activity that exposes it to legal liability or endangers its ability to provide services
to other customers.
11.1. You represent and warrant to VIMAboard that: (i) you have the experience and
knowledge necessary to use the Services; (ii) you will provide VIMAboard with material that
may be implemented by it to provide the Services without extra effort on VIMAboard's part;
and (iii) you have sufficient knowledge about administering, designing, and operating the
functions facilitated by the Service to take advantage of it.
11.2. You expressly warrant that you own the entire right, title and interest to, or
have an appropriate license to use, all material provided to VIMAboard, or which may be
accessed or transmitted using the Services. You also warrant that to the extent you do
business with other parties using the Services, that they have the same ownership interests
in the materials provided to you, or accessed via you, that are set out in this paragraph.
11.3. YOU EXPRESSLY AGREE THAT USE OF VIMABOARD'S SERVICES IS AT YOUR OWN RISK.
THE SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE. OTHER THAN AS EXPRESSLY SET OUT IN THIS
AGREEMENT, VIMABOARD HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED.
THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTIES OR NON-INFRINGEMENT, FITNESS
FOR A PARTICULAR PURPOSE, WARRANTIES OR MERCHANTABILITY, AND/OR TITLE. NEITHER VIMABOARD,
ITS PARENT, ITS EMPLOYEES, AGENTS, RESELLERS, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS,
LICENSERS OR THE LIKE, WARRANT THAT VIMABOARD'S SERVICES WILL NOT BE INTERRUPTED OR BE
ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MIGHT BE OBTAINED FROM
THE USE OF THE SERVICES OR AS TO THE ACCURACY, OR RELIABILITY, OF ANY INFORMATION SERVICE
OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH VIMABOARD'S NETWORK, UNLESS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT. VIMABOARD SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES
REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR
TO BE PROVIDED BY VIMABOARD. NO WARRANTIES MADE BY THESE THIRD PARTIES TO VIMABOARD SHALL
BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH
11.4. THE WARRANTY DISCLAIMERS CONTAINED IN THIS AGREEMENT EXTEND TO ANY ORAL OR
WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM VIMABOARD, ITS EMPLOYEES, THIRD-PARTY VENDORS,
AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
11.5. SOME STATES DO NOT ALLOW VIMABOARD TO EXCLUDE CERTAIN WARRANTIES. IF THIS
APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO NINETY (90) DAYS FROM THE EFFECTIVE DATE.
11.6. The parties expressly disclaim the applicability of the
United Nations Convention on the International Sale of Goods.
12. Limitation of Liability
12.1. YOU ACKNOWLEDGE AND ACCEPT THAT ANY DAMAGES WILL BE LIMITED TO NO MORE
THAN THE FEES PAID BY YOU FOR ONE (1) MONTH OF LICENSED SERVICE.
12.2. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL VIMABOARD, ITS OFFICERS,
AGENTS OR THIRD PARTIES PROVIDING SERVICES THROUGH VIMABOARD, BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE,
OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY THIRD PARTY; OR THAT
RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS,
DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED
TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO
VIMABOARD RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THIS PARAGRAPH APPLIES EVEN IF
VIMABOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT
THIS PARAGRAPH SHALL APPLY TO ALL CONTENTS ON ALL SERVERS AND ALL SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS, VIMABOARD'S LIABILITY
WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
13.1. You agree to indemnify, defend and hold harmless VIMAboard, and its parent,
subsidiary and affiliated companies, third party service providers and each of their
respective officers, directors, employees, shareholders and agents (each an "indemnified
party" and collectively, "indemnified parties") from and against any and all claims, damages,
losses. liabilities, suits, actions, demands, proceedings (whether legal or administrative),
and expenses (including, but not limited to, reasonable attorneys' fees) threatened, asserted,
or filed by a third party against any of the indemnified parties arising out of, or relating
to: (i) your use of the Services; (ii) any violation by you of any of VIMAboard's policies;
(iii) any breach of any of your representations, warranties or covenants contained in this
Agreement; or (iv) any acts or omissions by you.
13.2. The terms of this section shall survive
any termination of this Agreement. For the purpose of this paragraph only, the terms used
to designate you include you, your customers, visitors to your website, and users of the
services provided by VIMAboard under your license.
14. Governing Law
14.1. This agreement shall be governed by the laws of the State of Colorado,
exclusive of its choice of law principles, and the laws of the United States of America,
as applicable. Exclusive venue for all disputes arising out of or relating to this Agreement
shall be the state and federal courts holding jurissdiction in Douglas County, Colorado,
and each party agrees not to dispute such personal jurisdiction and waives all objections
15. Partial Invalidity
15.1. If any provision of this Agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless remain in full
force and effect. VIMAboard and Customer agree to renegotiate any term held invalid and
to be bound by a mutually agreed substitute provision.
16. Modifications to This Agreement
16.1. VIMAboard reserves the right to modify this Agreement, in whole or in part,
from time-to-time. VIMAboard will provide you with notices of such a change via
electronic communication. Unless VIMAboard is required to make a change in an emergency,
any change will be effective thirty (30) days after it is posted. If such a change
materially diminishes your ability to use the Services, you may terminate this Agreement.
You are encouraged to review the content of this Agreement on a regular basis.
17. Assignment, Waiver, and Force Majeure
17.1. This Agreement may be assigned by VIMAboard. It may not be assigned by you.
This Agreement shall bind and inure to the benefit of the corporate successors and
permitted assigns of the parties.
17.2. No waiver of rights under this Agreement or any VIMAboard policy, or agreement
between Customer and VIMAboard shall constitute a subsequent waiver of this or any other right
under this Agreement.
17.3. Except for the obligation to pay monies due and owing, neither party shall be
liable for any delay or failure in performance due to events outside the defaulting party's
reasonable control, including, without limitation, acts of God, earthquake, labor disputes,
shortages of supplies, riots, war, fire, epidemics, failure of telecommunication carriers,
or delays of common carriers or other circumstances beyond its reasonable control. The
obligations and rights of the excused party shall be extended on a day-to-day basis for
the time period equal to the period of the excusable delay. The party affected by such an
occurrence shall notify the other party as soon as possible but in no event less than ten
(10) days from the beginning of the event.
18. No Agency
18.1. This Agreement does not create any agency, partnership, joint venture, or
franchise relationship. Neither party has the right or authority to, and shall not, assume
or create any obligation of any nature whatsoever on behalf of the other party or bind the
other party in any respect whatsoever.
19.1. The following clauses shall survive the termination of this Agreement:
6, 12 through 15, and 19.