LEGAL NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OR ACCESSING THE SITE.
YOU AS THE INDIVIDUAL ACCESSING THIS SITE UNDER AN ADMINISTRATOR PASSWORD, THE TEAM TO WHICH VBK ISSUES THE ADMINISTRATOR PASSWORD, AND EACH AUTHORIZED USER OR OTHER USER WHO ACCESSES THIS SITE ARE INDIVIDUALLY REFERRED TO AS "SUBSCRIBER" AS APPROPRIATE. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS (THE "AGREEMENT"), THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT USE OR ACCESS THE SITE.

1. DEFINITIONS.

As used in this Agreement:

"Access" means the connection to and use of Site via an Internet web browser under the terms and conditions of this Agreement.

"Site" means the website located at vbkviewer.com.

2. ACCESS.

2.1 Internal Business Use Only; Copyright. Unless otherwise specified, the Site is for Subscriber's personal and team use only. The Site design, text and graphics, and the selection and arrangement of such elements are copyrighted and protected by worldwide copyright laws and treaty provisions. Except as expressly provided herein, VBK does not grant any express or implied right to Subscriber under any patents, copyrights, trademarks or trade secret information.
2.2 Access.
2.2.1 Team. Upon Subscriber's acceptance of this Agreement, if Subscriber identifies itself as having the authorization to administer access to the Site on behalf of its team (the "Administrator"), Subscriber will select and VBK will issue a master administrative user ID and password for the purpose of gaining access to and use of the Site for Subscriber and its players (collectively the "Administrator Password"). If Subscriber is the Administrator for its team, Subscriber will use the Administrator Password to administer Site access for each of Subscriber's current players or coaches whom Subscriber has authorized to access and use the Site on Subscriber's behalf ("Authorized User"). Once an Administrator has granted access to an Authorized User, the Authorized User will select and VBK will issue a personalized password.
2.2.2 Individual. Upon Subscriber's acceptance of this Agreement, if Subscriber does not identify itself as the Administrator of a team, Subscriber will select and VBK will issue a user ID and password for the purpose of gaining access to and use of the Site for Subscriber and its players (collectively the "Individual Password").
2.3 Friends. Subscriber may grant access to its content to certain individuals identified by Subscriber (each a "Friend"). At Subscriber's request, VBK will provide access to Subscriber's content to each Friend identified by Subscriber. Notwithstanding the foregoing, VBK may refuse to provide, suspend, or withdraw previously provided access to any Friend for any or no reason with no liability to Friend or Subscriber.
2.4 Password Security. Administrator assumes responsibility for the activities of its team and all Authorized Users, as well as for the security of the Administrator Password and each password activated, deactivated or otherwise administered for any Authorizes User (collectively "Passwords"). A Password (including Administrator Password or Individual Password) may be cancelled or suspended by VBK at any time for any reason. Subscriber is responsible for any unauthorized use of the Site under any Password. Subscriber's account is personal to Subscriber, and Subscriber is solely and exclusively responsible for any unauthorized transfer or use of any Password to any third party. Any distribution by Subscriber of a Password may result in cancellation of Subscriber's right to use the Site and in additional charges for unauthorized use. VBK and its representatives have the right to monitor information queries, and other information pertaining to Subscriber, its online account, and use of this Site. Subscriber agrees to (a) notify VBK immediately of any unauthorized use of a Password or any other breach of security and (b) ensure that Subscriber and each Authorized User exits from its account at the end of each session. VBK are not liable for any loss or damage arising from Subscriber's failure to comply with this Section. VBK will reissue a Password, including Administrator Passwords and Individual Passwords only in accordance with then-current and applicable security procedures. If Subscriber has been issued an Administrator Password, then Subscriber will notify VBK promptly if Subscriber's control of its team terminates or otherwise if Subscriber's Administrator changes.
2.5 Authority If Subscriber is an individual, then he or she represents that he/she is at least 18 years of age. If Subscriber is an Administrator for a team, then by accepting this Agreement, Subscriber represents that it is at least 18 years of age.

3. SUBSCRIBER CONTENT.

3.1 As a Subscriber, you may submit text, photographs, and audiovisual content (inividually and collectively, "Content"). You understand that while access to the Site is limited, Content is published and VBK does not guarantee any confidentiality with respect to any Content. VBK may, but is not obligated to, monitor, exercise control over, or review, evaluate, or assess any Content. VBK will have the right (but not the obligation) in its sole discretion to pre-screen, refuse or remove any Content that is available through the Site.
3.2 You are solely responsible for Content you submit and the consequences of posting or publishing it. By submitting any Content, you affirm, represent, and/or warrant that (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize VBK to use all patent, trademark, copyright, trade secret or any other proprietary rights in and to any Content in the manner contemplated by the Site, its Terms of Use, and this Agreement; and (b) the Content does not and will not interfere with, infring upon, violate, or misappropriate any intellectual property or other proprietary rights owned or possessed by any third party.
3.3 You will not submit Content that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you own such rights or have permission from their rightful owner to post the material and to grant VBK all of the license rights granted herein.
3.4 You retain any and all ownership rights in the Content you submit. However, by submitting any Content to the Site, you grant to VBK, its successors and assigns, a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and otherwise exploit in connection with the Site in any media formats and through any media channels. These licenses are perpetual and irrevocable.
3.5 Further, you agree not to use this Site to:
3.5.1 Upload, post, email or otherwise transmit any Content that is unlawful, false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion) or any Content that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;
3.5.2 Harm minors in any way;
3.5.3 Upload, post, email or otherwise transmit any Content that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
3.5.4 Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", unsolicited mass mailings, "spam", "chain letters", "pyramid schemes", or any other form of commercial solicitation;
3.5.5 Upload, post, email or otherwise transmit any Content that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
3.5.6 Interfere with or disrupt this Site or servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
3.5.7 Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
3.5.8 "Stalk" or otherwise harass another user of this Site;
3.5.9 Collect or store personal data or attempt to collect or store personal data about other users of the Site;
3.5.10 Solicit passwords or personal identifying information for commercial or unlawful purposes form other users; or
3.5.11 Assist or permit any person to engage in any of the activities described above.

4. LICENSE AND RIGHTS.

4.1 License. VBK grants to Subscriber, and Subscriber accepts from VBK, a personal, revocable, non-exclusive and non-transferable license to access and use the Site solely for Subscriber's personal and/or internal team use and not for redistribution, remarketing, operation for a third party or any other use.
4.2 Title. VBK reserves all rights not expressly granted to Subscriber hereunder. Subscriber understands that the license granted herein transfers neither title nor proprietary rights to Subscriber with respect to the Site or any Content.

5. DATA.

5.1 Use of Subscriber Data. VBK may use data obtained from Subscriber's access and use of the Site only in the aggregate. Subscriber acknowledges that such aggregate data is not personally identifiable information and therefore, VBK is under no duty to keep the data confidential.

6. FEES AND PAYMENT TERMS.

6.1 Subscription Fees. Subscriber will pay VBK an annual subscription fee as set forth on the fee schedule provided on the Site at the time of registration. Other than the refund available during the Trial Period, no refunds, whether in part or in whole, will be issued.
6.2 Taxes. The fees set forth in this Agreement do not include any amounts for taxes. Subscriber will pay all applicable taxes levied by any tax authority based upon this Agreement and/or any services performed by VBK, excluding any taxes based upon VBK's income.

7. WARRANTIES.

7.1 Disclaimer. VBK PROVIDES ACCESS TO THE SITE TO SUBSCRIBER ON AN "AS IS" BASIS. VBK EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE SITE, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, DATA INTEGRITY, AND FITNESS FOR A PARTICULAR PURPOSE. VBK DOES NOT WARRANT THAT THE SITE WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

8. LIMITATIONS OF LIABILITY.

8.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VBK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE, EVEN IF VBK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF SUBSCRIBER IS DISSATISFIED WITH ANY PORTION OF THE SITE, SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
8.2 Limitation. NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VBK UNDER ANY PROVISION OF THIS AGREEMENT, AND SUBSCRIBER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, WILL BE LIMITED TO THE MOST RECENT SUBSCRIPTION FEE PAID BY SUBSCRIBER.
8.3 Subscriber Use. ALL RISK ASSOCIATED WITH USING THE SITE REMAINS SOLELY WITH SUBSCRIBER. THE SITE IS NOT DESIGNED OR INTENDED AS A SUBSTITUTE FOR SUBSCRIBER'S OWN INDEPENDENT ANALYSIS.

9. INDEMNIFICATION.

9.1 You agree to defend, indemnify and hold VBK, it successors and assigns, harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney's fees), which VBK, its successors and assigns, may hereafter incur, become responsible for or pay out arising out of your use of the Site, VBK's display, publication, distribution or any other use of the Content you submit, or your breach of any term or provision of this Agreement.

10. TERM AND TERMINATION.

10.1 Term. The original term of this Agreement is 12 months. Subscriber may renew the subscription to the Site at the end of the original term pursuant to the then-current subscription agreement offered by VBK.
10.2 Trial Period. The first 30 days of Subscriber's first-ever Agreement with VBK will constitute the Trial Period. Subscriber may terminate this Agreement for any or no reason by notifying VBK in writing during the 30-day Trial Period. Each Subscriber will be eligible for only one Trial Period during their first-ever subscription agreement with VBK. If Subscriber terminates the agreement within the Trial Period of the initial subscription term, VBK will refund Subscriber's full subscription fee.
10.3 Termination for Cause. If VBK becomes aware of Subscriber's breach of any term of this Agreement, or VBK's Terms of Use, Privacy Policy, or any other terms or agreement applicable to the Site, VBK may immediately terminate this Agreement and prevent Subscriber's access or use of the Site.
10.4 Survival of Certain Obligations. Obligations and rights in connection with this Agreement which by their nature would continue beyond the termination of this Agreement survive termination of this Agreement.
10.5 Effect of Termination. Upon termination of this Agreement for any reason, Subscriber will immediately cease accessing and using the Site.

11. GENERAL.

11.1 Assignment. Subscriber may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement, in whole or in part.
11.2 Amendments. No provision of this Agreement may be amended or modified except by a written document signed by duly authorized representatives of both parties.
11.3 Jurisdiction. This Agreement is governed by and interpreted according to the laws of the State of Michigan, without regard to conflicts of law principles. VBK and you agree that all disputes and litigation regarding this Agreement, the Site, and matters connected with its performance or relating to the use of the Site shall be subject to, and they each consent to jurisdiction and venue in, the state and federal courts sitting in Michigan. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.
11.4 Equitable Relief. You recognize and acknowledge that a breach by you of any of your obligations under this Agreement will cause VBK irreparable damage, which cannot be readily remedied by monetary damages in an action at law. Accordingly, in the event of any default or breach by you, including any action by you that could cause some loss or dilution of our goodwill, reputation, or rights in the Site, VBK shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
11.5 Excusable Delays. Neither party incurs liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, excluding payment obligations, where such failure is caused in whole or in part by events, occurrences, or causes beyond the reasonable control of the party.
11.6 Statute of Limitations. Except for claims for indemnification, neither party may commence an action under this Agreement more than two (2) years after the expiration of its term, or, in the event of a breach, more than two (2) years after the occurrence of the breach, or, in the event the breach is not discovered by the injured party when it has occurred, more than two (2) years after the breach could, in the exercise of due diligence, have been discovered by such party.