VLAA - Accounting & Legal Help

The material on this site is designed to provide general information. It should not be utilized as a substitute for professional legal and/or accounting services. If legal advice or other expert assistance is required, please consult a professional.

Conditions of Service (“Conditions”)

Last Updated 4/17/06

Welcome to the Web site for St. Louis Volunteer Lawyers and Accountants for the Arts (“VLAA”), a nonprofit Missouri organization, http://www.vlaa.org (“Web site”). Please read these Conditions carefully. VLAA provides legal and accounting assistance and sponsors a wide range of affordable educational programs for the arts community.

1. Acceptance of Terms

These Conditions, along with any other terms ad conditions that may appear on the Web site from time to time, set forth the terms and conditions under which you may use and access the Web site.

BY ACCESSING THE WEB SITE AND/OR BY CHECKING THE BOX SIGNIFYING YOUR ACCEPTANCE OF THESE CONDITIONS, YOU AGREE TO THESE CONDITIONS. IF YOU DO NOT AGREE TO THESE CONDITIONS (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THE WEB SITE.

VLAA provides this Web site resource to you, subject to these Conditions, which may be updated by us from time to time. When we do, we will also revise the "last updated" date at the top of these Conditions. BY USING THIS WEB SITE, YOU ARE AGREEING TO BE BOUND BY, AND TO COMPLY WITH THESE CONDITIONS.

2. Description of Service

The Web site currently provides users with a Web portal providing information on various accounting and legal aspects relating to the arts community, and enabling users to either register as volunteers or apply for accounting and/or legal assistance (including accounting /legal referrals).Unless expressly stated otherwise, any new features that augment or enhance the Web site shall be subject to these Conditions.

3. Your Obligations

You agree to use the Web site solely for your personal use for viewing the content on the unsecured portion of the Web site and for either applying for accounting and/or legal assistance, or to volunteer, or to be provided with a referral to an accountant/lawyer, and otherwise strictly in accordance with these Conditions.

You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Web site's registration forms, if applicable (the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, (c) not interfere with or disrupt the Web site or servers or networks connected to the Web site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web site, and (d) not attempt to access any secure portion of the Web site, unless expressly permitted by VLAA prior to such access.

You understand that the Web site, and software embodied within the Web site may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by VLAA and/or content providers who provide content for the Web site.You shall not attempt to override or circumvent any of the usage rules embedded into the Web site. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Web site, in whole or in part, is strictly prohibited.

You will comply with all local laws and rules regarding online conduct and acceptable content.

4. Indemnity

You agree to indemnify and hold VLAA and its affiliates, officers, agents, employees, partners, volunteers, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Web site, your connection to the Web site, your violation of these Conditions, or your violation of any rights of another.

5. General Practices Concerning the Web site

VLAA is not responsible or liable for the deletion or failure to store any messages or other communications, or any content maintained or transmitted through the Web site. VLAA reserves the right to change these general practices at any time, at its sole discretion, with or without notice to you.

You agree and understand that all information provided on the Web site is solely for you general knowledge. You further agree that you shall not use any such information for any of your accounting and legal requirements. You are encouraged to seek appropriate guidance of a certified accountant and/or lawyer for all such requirements.

VLAA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web site or any part thereof with or without notice to you. VLAA will not be liable to you or to any third party for any such modification or discontinuance.

You acknowledge, consent and agree that VLAA may access, preserve and disclose any information knowingly or unknowingly provided by you if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Conditions; (c) respond to your requests for customer service; or (d) protect the rights, property or personal safety of VLAA, its affiliates, users and/or the public.

6. Termination

VLAA, in its sole discretion, may terminate your use of the Web site and remove and discard any content placed on the Web site by you, for any reason, if VLAA believes that you have violated or acted inconsistently with the letter or spirit of these Conditions. VLAA may also, in its sole discretion and at any time, discontinue the Web site, or any part thereof, with or without notice.

Any termination of your access to the Web site under any provision of these Conditions may be effected without prior notice.VLAA may also bar any further access to the Web site.VLAA will not be liable to you or any third-party for any termination of your access to the Web site.

7. Third Party Links on the Web Site

The Web site provides links to other Web sites or resources. Because VLAA has no control over such sites and resources, VLAA is not responsible for the availability of any external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

VLAA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. VLAA shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in such Web sites, or that are otherwise provided to VLAA by third parties.

Remember that when you link to another site, that other site is governed by its own user agreement and privacy statement, which you should read prior to using such other Web site.

8. VLAA’s Proprietary Rights

The Web site, and any software used in connection with providing the Web site ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws.Content contained in sponsor advertisements or information presented to you through the Web site or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

Except as expressly authorized by VLAA you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Web site or the Software, in whole or in part. VLAA grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software to access the Web site through a compatible Web browser on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.

You will not modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Web site. You will not access the Web site by any means other than through the interface that is provided by VLAA.

YOU AGREE NOT TO USE ANY SOFTWARE PRODUCT OR PROGRAM TO DOWNLOAD ANY PORTION OF THE WEB SITE FOR OFF-LINE DISPLAY.

9. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

VLAA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, REASONABLE CARE, COMPATIBILITY, SECURITY, QUALITY, TIMELINESS, AVAILABILITY, COMPLETENESS, RELIABILITY, ACCURACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE AND/OR ANY OF OUR AFFILIATES KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE IN RESPECT OF THE SITE (INCLUDING, WITHOUT LIMITATION, ALL CONTENT).

VLAA MAKES NO WARRANTY THAT (i) THE WEB SITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

WHILE VLAA USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON ITS WEB SITE, IT DOES NOT PROMISE OR WARRANT THAT ANY ASPECT OF ITS WEB SITE WILL WORK PROPERLY OR WILL BE CONTINUOUSLY AVAILABLE. FURTHER, VLAA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERROR OR OMISSION IN RESPECT OF ITS WEB SITE INCLUDING, WITHOUT LIMITATION, THE CONTENT.

FURTHERMORE, VLAA MAKES NO REPRESENTATION THAT MATERIALS OR CONTENT AVAILABLE THROUGH ITS WEB SITE ARE APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES AND THEREFORE, ACCESS TO THEM FROM TERRITORIES WHERE THEIR CONTENTS ARE ILLEGAL IS PROHIBITED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VLAA THROUGH OR FROM THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS Conditions.

10. Limitation of Liability

VLAA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VLAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEB SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEB SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE; OR (v) ANY OTHER MATTER RELATING TO, OR ANY CONTENT OR MATERIAL ON THE WEB SITE.

IN ALL EVENTS, VLAA’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE CONDITIONS AND/OR THE USE OR PERFORMANCE OF THE WEB SITE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT THEREON) WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED TO A MAXIMUM OF $50 (FIFTY U.S. DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in these Conditions, there shall be no third-party beneficiaries to this agreement.

12. Links, Frames and Metatags

Subject to the provisions of this section, you may link to the home page of VLAA as long as the link does not cast VLAA in a false or misleading light. If you want to establish a permanent link to the Web site, please send an e-mail to vlaa@stlrac.org for further details. However, VLAA reserves the right to demand that you not link to the Web site without assigning any reason whatsoever.

You agree to, within twenty-four (24) hours of receiving such a demand, permanently cease, directly or indirectly, linking to the Web site or such portion of the Web site as directed in the said demand. Further, you shall, under no circumstances, directly link to, or in any other manner provide information from, secured portion of the Web site.

You may neither frame any content on the Web site, or use metatags or any other "hidden text" that incorporates VLAA’s Trademarks or its name without its express prior written consent.

13. Copyright

VLAA owns or licenses the copyright in all the materials on the Web site, including text, graphics, logos, button icons, audio clips, photographs, and software, and those rights are protected by United States and international copyright laws and other intellectual property laws.

14. Trademark Information

VLAA, the VLAA logo, trademarks and service marks and other VLAA logos and product and service names are trademarks of VLAA (the "VLAA Marks"). Without VLAA’s prior permission, you agree not to display or use in any manner the BoadlinkSTL Marks.

15. Governing Law

The Web site is hosted on servers located in the United States and is intended to be viewed by residents of the United States. These Conditions are governed by the laws of the State of Missouri, U.S.A., except for its conflict of laws provisions. In the event you desire to initiate any suit against VLAA arising out of or related to the Web site (including, without limitation, the content of the Web site) and/or these Conditions, you agree to bring such suit in the federal courts sitting in St. Louis, Missouri, U.S.A. unless no federal subject matter jurisdiction exists, in which case you agree to bring such suit in the state courts sitting in St. Louis, Missouri, U.S.A.

You further agree that VLAA may initiate a suit against you arising out of or relating the Web site (including, without limitation, the content of the Web site) and/or these Conditions in such courts as it may deem appropriate in its sole discretion, and you hereby waive all rights you may have or which may hereafter arise to contest jurisdiction or venue in such courts.

16. General Information

The failure of VLAA to exercise or enforce any right or provision of these Conditions shall not constitute a waiver of the right or provision.If any provision of these Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Conditions remain in full force and effect.

Regardless of any statute or law to the contrary, any claim or cause of action you allege arising out of or related to use of the Web site or these Conditions must be filed within one year after the claim or cause of action arose or be forever barred.

Thanks

These Conditions were drafted by Sameer Desai, Washington University School of Law, Intellectual Property and Business Formation Clinic.