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Terms of Use

TERMS OF USE FOR VNS HEALTH DIGITAL ASSET LIBRARY

Agreement and Terms

The VNS Health Digital Asset Library hosted on the Bynder platform, including all of its features (the “Asset Library”) is made available to each employee, contractor, or agent of VNS Health who uses the Asset Library (“You” or “Your”) by VNS Health and its corporate affiliates (“VNS Health”, “We”, “Our”, or “Us”) and all IP Asset or other content, information, writings, and/or other works and materials provided on or through this Asset Library (collectively,  the “Content”) may be used by You solely under the following terms and conditions (“Terms of Use”).  “IP Asset” means all of the following materials owned or licensed by Us in connection with the operation of VNS Health: (A) the proprietary names for VNS Health products or services; (B) all marketing, advertising and promotional materials, including logos, colors, videos, booklet designs, renderings, drawings, catalogs, solicitations, photographs, artwork, email templates, advertisements, brochures, sales and public relations concepts, press releases, concepts, plans, programs, or other information to be released to the public, whether in paper, digital or electronic, or in any other form of media (whether in draft or final form); (C) any domain names used by, or registered to, Us; (D) all the content on and accessible through the Asset Library associated with said Domain Names.

These Terms of Use describe the rules for using the Content in this Asset Library. These Terms of Use constitute a legally binding agreement between You, the person using this Asset Library, and VNS Health. By using this Asset Library, You agree to the most-recent Terms of Use as well as the most-recent version of the Bynder Global Privacy Policy located at Global Privacy Policy (bynder.com).

The Effective Date of these Terms of Use is May 1, 2022.

Limited License

As a user of this Asset Library, You are granted a non-exclusive, non-transferable, revocable, limited license to access and use this Asset Library and the Content in accordance with these Terms of Use. All rights, title and interest in and to the Asset Library, including the Content, and all intellectual property rights, including all copyright, trademark, patent and trade secret rights therein shall remain with US and applicable licensors, and no ownership interest is transferred to You or any other entity by virtue of making the Content available in the Asset Library, granting the foregoing licenses or entering into these Terms of Use. We may terminate this license at any time for any reason including misuse or inappropriate use of the Asset Library. If You breach any of these Terms of Use, Your license to access and use the Asset Library and the Content terminates immediately. Upon the termination of this license by Us for any reason, You must stop using the Asset Library, including all the Content, and return or destroy all copies, including electronic copies, of Content in Your possession or control.

Limitations on Use

The Asset Library and Content therein is solely for use by VNS Health or by You, on behalf of VNS Health, in Your role as an employee, contractor, or agent and not for Your personal use or commercial exploitation. You are permitted to store and print the Content made available to You only for Your work for or on behalf of VNS Health. You agree to use the Content solely for the purposes and benefit of VNS Health, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, store, distribute, or dispose of the Content in a manner that could compete with the business of VNS Health. You are not permitted to distribute, publish, transmit, or otherwise reproduce the Content, in whole or in part, in any format to any third party without the express written consent of VNS Health, which consent may be withheld in its sole and absolute discretion. You are not permitted to alter, obscure, or remove any copyright, trademark, or any other notices that are provided to You in connection with the Asset Library or the Content.

 

With respect to Content, You acknowledge that VNS Health is under no obligation to verify the accuracy, current-ness, or completeness of the Content on the Asset Library and does not represent that it has done so. In furnishing Content, VNS Health does not undertake any obligation to provide You with updates or corrections in connection with the Content in the Asset Library or to provide You with access to any additional information in connection with the Content on the Asset Library.

You may not decompile, reverse engineer, disassemble, lease, sell, sublicense, or create derivative works from the Asset Library or the Content. Nor may You use any network monitoring or discovery software to extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Asset Library or the Content without VNS Health's prior written permission, which may be withheld in Our sole and absolute discretion. You may not use the Asset Library to transmit false, misleading, fraudulent or illegal communications. You may not copy, modify, reproduce, republish, distribute, display or transmit for Your personal commercial, non-profit or public purposes all or any portion of the Asset Library. You may not use or otherwise export or re-export the Asset Library or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the Asset Library or the Content is strictly prohibited.

Posting Content

Certain portions of this Asset Library may be configured to permit You and other users of the Asset Library to post Content. You may only post Content under the direction of, or with the express written consent or authorization of VNS Health, which consent may be withheld in its sole and absolute discretion. You may only post Content for use by VNS Health. You are strictly prohibited from posting any Content without the necessary permission or authorization of any third party including but not limited to the written consent of any individual depicted in an image or a photograph or the written license or authorization of any stock photography company.  You agree to obtain written permission from Us before You post or upload any royalty-free image from the internet to the Asset Library.  We reserve the right to delete, block, or edit any Content posted by You. You agree not to post any Content that: (i) is profane, libelous, defamatory, obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; or (ii) the transmission of which could violate or facilitate the violation of, any applicable law, regulation, or intellectual property rights. You agree that VNS Health has the right to use any ideas, comments, concepts, suggestions, feedback, recommendations, requests, and/or any other information You provide, post, transmit, communicate or submit through or on the Asset Library or to Us by suggestion form, box, link, prompt, or email or otherwise (“User Feedback”) for any purpose whatsoever, including but not limited to, incorporating User Feedback into the Asset Library and You further agree that You are not entitled to a fee, royalty, commission, compensation, payment, or any consideration of any kind whatsoever for that.

Intellectual Property Rights

Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring on You or any third party any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory law), rule or regulation including, without limitation those related to copyright or other intellectual property rights. You agree that this Asset Library and the Content in this Asset Library are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You are prohibited from using any of the marks or logos appearing throughout the Asset Library without permission from VNS Health or other trademark owner, except as permitted by applicable law. The Asset Library and the Content are protected by U.S. copyright laws, and belong to VNS Health or its partners, contributors or third parties. The copyrights in the Content are owned by VNS Health or other copyright owners who have authorized the use of their works on the Asset Library. You may download and reprint the Content for or on behalf of VNS Health, in Your role as an employee, contractor, or agent and not for Your personal use or commercial exploitation.  You may not manipulate or alter in any way images or other Content in the Asset Library.

HIPAA/HITECH/ Personal Identifiable Information

You are strictly prohibited from uploading Content including but not limited to any description, title, metadata, or comment associated with an image that is considered to contain: (i) protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH); or (ii) Personal Identifiable Information (“PII”) without express written consent of the individual to whom the information applies. 

No Children Under 13

You represent and warrant that You are at least 13 years of age, and that if You are between 13 and 19 years of age a parent and/or guardian agrees to these Terms of Use on Your behalf.

ENTIRE AGREEMENT

These Terms of Use incorporate by reference any notices contained within this Asset Library and the Privacy Policy and constitute the entire agreement with respect to access to and use of this Asset Library.

SEVERABILITY

If any provision of these Terms of Use is held by a court of law with jurisdiction hereof to be unlawful, void or unenforceable, that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions of these Terms of Use.

GOVERNING LAW AND STATUTE OF LIMITATIONS

The terms of these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard for its conflicts of laws principles that would cause the application of the laws of another State. All disputes, litigation, proceedings or other legal actions in connection with or relating to these Terms of Use (a “Proceeding”) shall be instituted only in the courts of the State of New York sitting in New York, NY or, subject to applicable jurisdictional requirements, the United States District Court for the Southern District of New York sitting in New York, NY (the “Applicable Courts”), and You hereby unconditionally and irrevocably submit to the exclusive personal jurisdiction of the Applicable Courts with respect to any Proceeding, and further agree to refrain from instituting any such Proceeding in any other court and from seeking to remove any such action or proceeding from the Applicable Courts.

Miscellaneous

Additionally, You acknowledge the following: (i) that your use of the Asset Library on the Bynder Platform, including but not limited to all Content uploaded and/or downloaded by You will be tracked by Bynder; (ii) that in using the Asset Library Your name and email address will be collected by Us; (iii) all data and/or information submitted through the Asset Library on the Bynder Platform, including but not limited to Content and IP Assets, is stored on Amazon Web Services (“AWS”); (iv) Certain access to features of the Asset Library on the Bynder Platform may only be available to certain users with an registered account. If You obtain access to the Asset Library  with a registered account,  You may be prompted to change Your password from time to time as required by Us and/or Bynder.

NOTICES AND CONTACT INFORMATION

IT Support: Ilona Furman (Ilona.furman@vnshealth.org)

04/29/2022