TERMS OF USE
 
 

1.      Your Agreement to These Terms of Use.  This Web Site is operated by The VRF, Inc., a California corporation (“VRF” or “We”).  By using this Web Site you agree to be bound by these Terms of Use as well as our Privacy Policy.  If you find these Terms of Use or the Privacy Policy to be unacceptable, you must immediately terminate your use of this Web Site.   

 
2.      Effective Date, Revisions and Amendments.  These Terms of Use are effective as of September 25, 2013.  We reserve the right to review and revise these Terms of Use and the Privacy Policy from time to time without prior notice.  If we revise the Terms of Use or the Privacy Policy, we will prominently display a notice on our Web Site saying there have been changes, include a link to them and state that continued use of the Web Site binds the user to them.  By using our Web Site subsequent to any revision of these Terms of Use or the Privacy Policy, you agree to be bound by such changes.  If you find the changes to be unacceptable, you must immediately terminate your use of this Web Site. Any use of the Web Site that is free may become subject to charges at any time in the future. 

 
3.      User Conduct.
 
a.      Prohibited Conduct.  We may make certain services available, including without limitation, e-mail, chat rooms, message boards and other community services.  By using any of those    services you agree to abide by the provisions contained in these Terms of Use and our Privacy Policy.  In consideration for our providing such services, you agree not to:
 
 
 
b.      Remedies for Violations. 

i.       If, as decided in our sole discretion, you violate any of these Terms of Use, we may, without prior notice and without liability to you, ban you from any and all services, edit or delete your messages or postings, and take any other action we deem appropriate in our sole discretion – in addition to any legal remedies we may have.

ii.      Revocations and other discipline apply regardless of user, screen or entity name. Suspended users may not post or otherwise participate on our sites either directly or indirectly through entities, fictitious names, third parties, or otherwise. Posting for or on behalf of a suspended user is grounds for revocation of posting privileges. Continued participation on our sites by a suspended user may constitute a trespass, a violation of the user's ISP rules, or other civil and/or criminal violations.  We reserve the right to pursue any and all remedies against such violators, to report the matter to the user's ISP(s), and to refer such matters to local, state, and/or federal authorities, or to international authorities and authorities in the user's home country.

c.      Additional Rules for Discussion Forum. 

i.      You may not use the Discussion Forum to advertise, sell or promote products, businesses, web sites, services or events to which you are related or in which you have a direct or indirect financial interest. Do not post watches for sale, "want to buys", "want to trades," etc. except in the Sales Forum.

ii.      Do not discuss or post images of watches or related goods in the Discussion Forum if the goods are already on the Sales Forum or if they will be offered on the Sales Forum within three (3) days.

d.      Sales Forum. 

i.      The Sales Forum is provided as a courtesy to users of the site.  We do not guarantee the quality of any seller, buyer or goods and do not conduct any due diligence or other investigation.  Each party is responsible for its own diligence.

ii.      Do not post links or references to items you are offering for sale in the Sales Forum on other web sites.  Do not post links to or URLs for dealer web sites, or any site offering fake or copy goods.

iii.      Use of the Sales Forum does not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between us and you.
 
e.      Additional Restrictions.  With reference to any services we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, establish various practices, limitations and restrictions for administering such services, including without limitation: How often a service or account may be accessed; the maximum number of days that messages or postings will be retained; the maximum number of messages or postings allowed; the size and nature of messages and postings; the maximum storage space available for an account; and all other matters related to administration of services.  You agree to be bound by such restrictions. You also agree that we are not responsible or liable for deactivation or deletion of accounts or for loss of e-mail, communications, postings, data or information as a result of, or arising out of or relating to, our administration of such services.
 
f.      No Responsibility for Posts by Others or Links.  We are an online services provider and not a publisher. We do not pre-approve posts or monitor the services we provide.  The Digital Millennium Copyright Act and other law protects us from liability based on posts made by users.  You acknowledge and agree that we have no liability for information or comments posted by others. We assume no responsibility for the accuracy, integrity, quality completeness, usefulness or value of any content, data, documents, graphics, images, information, advice, or opinion contained in any e-mail, message board, chat room or community service – or in any other public services – and we do not endorse any advice or opinion contained there. We may take any action we deem appropriate, in our sole discretion, to maintain the high quality of our service and to protect ourselves and others.


4.      Ownership of Posts and Images

a.      Text and Audio Posts.  All posts that are not images that you place on this Web Site become and remain the sole property of The VRF, Inc. upon posting. 

b.      Image Posts.  All images that you post on this site become and remain part of the public domain upon posting. 

c.      Power of Attorney.  Each user hereby appoints The VRF, Inc. as the user’s attorney-in-fact, with an interest, with the power to prepare, execute and file all documents on behalf of the user as may be reasonably necessary to perfect, preserve and protect The VRF, Inc.’s rights in the posts. 

d.      Ownership of Web Site Material.  All right, title and interest (including all copyrights and other intellectual property rights) in this Web Site belong to us unless otherwise specified, except that any materials posted by users that we did not create belong to their respective owners.  In adition, the names, images and other indicia identifying our products and services are our proprietary marks.  All other copyrights, trademarks and other intellectual property rights referred to in this Web Site belong to their respective owners. 


5.      Digital Millennium Copyright Act Policy. 
 
a.      Copyright Infringement.  We respect the intellectual property of others and may, in appropriate circumstances remove allegedly infringing material and/or terminate the accounts of users who infringe the intellectual property rights of others. If you believe that any material on this Web Site infringes on any copyright which you own or control, or that any link on this Web Site directs you to another Web Site that contains material that infringes on any copyright which you own or control, you may file with us a notification of such infringement and a request to have the material removed or otherwise blocked from access.

b.      Contact Information.  The agent to receive notifications of claimed infringement pursuant to the Digital Millennium Copyright Act (“DMCA”) is as follows: 
 
 Name: Eric Ku
 Address: 609 Hearst Avenue Berkeley, CA 94710 USA
 Telephone No.: 510-473-6021
 Fax: 702-973-7985
 E-mail:  Eric@vintagerolexforum.com
 
c.      Action Upon Receipt of Notice.  Upon receiving a notice that substantially complies with the DMCA requirements and provides us with actual knowledge of infringement or facts or circumstances from which infringing activity is apparent, we will expeditiously remove or disable access to the material in accordance with the DMCA.  Note that the DMCA provides that any person who knowingly misrepresents that material or activity is infringing is liable for damages, including costs and attorneys' fees. 
 
d.      Termination of Access.  We reserve the right to terminate access to our service by repeat infringers, and in appropriate circumstances will terminate access to our service by repeat infringers. 
 

6.      No Representations Or Warranties.
 
a.      The services provided on this Web Site (“Services”) and the content, information, documents, graphics and images (together, “Materials”) published at this Web Site may include inaccuracies, typographical errors or other errors. We make no commitment to correct or update what is contained in this Web Site.  However, we reserve the right to modify, alter, discontinue or delete the Services and Materials without prior notice. 
 
b.      TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES, GOODS AND INFORMATION ON THIS WEB SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY.   ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.  YOU HEREBY WAIVE ALL SUCH WARRANTIES.
 

7.      Web Site Links.
 
a.      This Web Site may contain links to other Web Sites which are independent of this Web Site.  We make no representation or warranty as to the accuracy, value, integrity, completeness or  authenticity of the information or opinions contained in any such linked Web Site, and any link to another Web Site shall not in any manner be construed as an endorsement by us of that Web Site, or of the information, products or services described there.
 
b.      Furthermore, these links to other Web Sites may lead to sites or links that contain offensive or objectionable content or which may contain dangerous computer viruses or software. You assume, and WE HEREBY DISCLAIM, ALL RESPONSIBILITY FOR ANY OF THE CONTENT ON THOSE SITES OR FOR ANY DAMAGE SUSTAINED BY YOUR USE OF THOSE SITES.
 

8.      Confidentiality
 
  \Your confidential use of this site cannot be guaranteed by us. WE ARE NOT BE RESPONSIBLE FOR ANY HARM THAT YOU OR ANY PERSON MAY SUFFER AS A RESULT OF A BREACH OF CONFIDENTIALITY IN RESPECT TO YOUR USE OF THIS SITE.
 

9.      Security
 
You may have an account and password. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all conduct carried out under this password and account. We are not liable for any loss or damages arising from your failure to comply with these terms. You will promptly report any unauthorized use of your password to us.
 

10.      Limitation of Damages
 
a.      TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE – OR OUR OFFICERS,     MANAGERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS – BE LIABLE TO YOU OR TO ANY PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES, GOODS, CONTENT OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE, OR USE OF ANY OTHER LINKS OR LINKED WEBSITE. 
 
b.      THIS LIMITATION APPLIES EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS.  THE TERM “DAMAGES” INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, COSTS, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR DATA. 
 
c.      YOU ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS AND THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS.
 

11.      No License
 
Nothing contained in this Web Site shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, to any of our intellectual property rights, or to any third party’s intellectual property rights, and no part of this Web Site may be reproduced, republished, copied, transmitted, or distributed in any form or by any means without our prior written permission.
 

12.      Release

In the event of any dispute between you and any other party, you release VRF and its officers, directors, managers, agents, parent companies, subsidiaries, sister companies, employees, contractors, and moderators from all claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You expressly waive any right that Party may have under the provisions of California Civil Code 1542 or similar provision of any statutory or common law concerning any released matter.  You understand that California Civil Code 1542 provides as follows:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
 

13.      Indemnification
 
YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY US – AND OUR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS AND AFFILIATES, SUCCESSORS AND ASSIGNS – FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES AND COSTS, THAT ARE DUE TO, OR THAT ARISE FROM YOUR USE OR MISUSE OF THIS SITE, ANY SERVICES PROVIDED, OR FOR INFRINGEMENT BY YOU OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHT OF ANY THIRD PARTY. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.
 

14.      Governing Laws in Case of Dispute.

a.      THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THERE, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES. ANY LITIGATION OR ARBITRATION ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE JURISDICTION AND IN THE VENUE PROPER FOR AN INDIVIDUAL RESIDING IN BERKELEY, CALIFORNIA and the Parties agree that any action relating to or arising out of this Agreement shall be instituted and prosecuted only in that jurisdiction and in that venue.  The Parties hereby expressly waive any right to a change in jurisdiction or venue and any and all objections to such jurisdiction and venue. 
 
b.      THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY EXCLUDED FROM APPLICATION TO THIS AGREEMENT. 

 
15.      International Use.
 
We do not represent that all content, materials and services on our Web Site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and you acknowledge that accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and we are not responsible for their compliance with local laws or other applicable laws. You agree that you will not access the foregoing where prohibited by law.
 

16.      Modification and Waiver.
 
This Agreement contains the entire understanding of the parties concerning its subject matter and supersedes all prior oral and written agreements, understandings, commitments, representations and practices between the parties concerning its subject matter.  No modification or waiver of these Terms of Use by us will be effective unless we agree in writing.  No waiver by us will be a continuing waiver unless so stated in writing.
 

17.      Arbitration.
 
Notwithstanding any other provision to the contrary, any controversy or claim arising out of or relating to this agreement shall be settled exclusively by arbitration in Berkeley, California in accordance with the Commercial Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any Court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards will apply.
 

18.      Integration; Severability; General.
 
a.      These Terms of Use incorporate by reference any notices contained on this Web Site and constitute the entire agreement with respect to your access to and use of this Web Site. 

b.      Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be removed from these Terms of Use to the minimum extent required in that jurisdiction without in any way invalidating the remaining provisions of these Terms of Use.  In that event the arbitrator(s) and/or the court is hereby directed by the parties to replace the legally invalid provisions with legally valid provisions which will, from an economic viewpoint, most nearly and fairly approach the eliminated provisions.  The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.
 
c.      Any litigation or arbitration arising out of or in connection with these Terms of Use or your use of our services must be commenced within one (1) year after the cause of action arose, or it will be permanently barred.


19.      Surviving Provisions. 

The obligations and rights of the parties which by their nature would continue beyond the termination or expiration of this Agreement will survive beyond the termination or expiration of this Agreement and remain in full force and effect.