Definitions

Welcome to www.viewpost.com, a website with associated mobile applications that offers electronic invoice and payment services to businesses. Viewpost.com, and all text, graphics, photographs, designs, associated mobile device applications, and other elements thereof, and all code incorporated therein (collectively, the “Viewpost Site”), including all services, features, content, promotions and other offerings (collectively, the “Viewpost Services”) are operated by Viewpost North America, LLC and its affiliates and subsidiaries (collectively “we”, “us”, “our”, or “Viewpost”).

Acknowledgement and Acceptance of Terms

Your access to and use of the Viewpost Site and Viewpost Services are subject to the terms and conditions set forth on this page (“Terms”). You agree that in consideration for Viewpost permitting you to register on the Viewpost Site and use the Viewpost Services, you are entering into a legally binding agreement with Viewpost based on these Terms, the Viewpost Privacy Policy, and the terms of any other agreement applicable based on the Viewpost Services you use, including without limitation, the Viewpost Payment Terms and the Viewpost End User License Agreement.

Please read these Terms carefully. Viewpost will occasionally update these Terms. When we do, we will also revise the “last updated” date at the bottom of this page. To the extent Viewpost makes any change to the Terms it deems to be material, you will receive a notice via email, on the Viewpost Website, or through the Viewpost service platform prior to the change becoming effective.

These Terms will remain in effect after termination of your use of the Viewpost Site and Viewpost Services. If you do not accept these Terms, do not access or use the Viewpost Site and Viewpost Services.

General Eligibility

A Viewpost Business Account is for use by commercial entities only and for commercial purposes only.  A Viewpost Business Account may not be used for any personal, family, household, or other consumer purpose whatsoever, and no individual acting on his or her own behalf may use the Viewpost Services except to submit invoices and/or receive payment for goods and services rendered on a commercial basis (for example, without limitation, as a sole proprietor).  To be eligible to access and use a Viewpost Business Account, you must meet the following criteria and hereby represent and warrant that you: (i) are a duly organized, validly existing corporation, partnership, sole proprietorship, or similar commercial entity, that is in good standing in a jurisdiction within the United States where you were formed or organized, or are using the Viewpost Services solely to invoice or receive payment for goods and services provided on a commercial basis, (ii) have full power and authority to enter in and perform this Agreement, and in doing so will not violate any other agreement to which you are a party, (iii) are acting through a duly authorized representative that has reached the age of majority, (iv) are not currently prohibited from accessing or using the Viewpost Services, (v) other than an Electronic C2B Payment, will not permit the Viewpost Services to be used by a consumer or for any consumer purpose, including, but not limited to, any personal, family, or household purpose, and (vi) agree to provide at your cost all equipment, software, and Internet and mobile services necessary to access and use the Viewpost Services.

The Viewpost Services may be used by individuals on a limited basis only to pay those commercial entities that have sent the individuals an electronic invoice as an Electronic C2B Payment.

Registration

You may access the Viewpost Site as a visitor without registering with the Viewpost Site (“Visitor”).  Visitors may view certain public sections of the Viewpost Site.  If you are a representative of a commercial entity who complies with all eligibility requirements, and hold authority to bind legally such entity, you may register with the Viewpost Site to become a registered user on behalf of the entity (“User”).  Users may access all public sections of the Viewpost Site available for general viewing, and use the Viewpost Services, subject to additional terms and conditions that may apply to certain Viewpost Services.  When you register as a User, you create an account that is associated with your username, password, and other identifying information (“Viewpost Business Account”).

Electronic C2B Payments are for use only by individuals for personal, family, household or other consumer purposes who are residents of the United States of America and who have been invited by a merchant to use the Viewpost Merchant Payment Service. If you have an Electronic C2B Payments account, you will have limited access to sections of the Viewpost Site and will subject to additional terms and conditions that may apply to Electronic C2B Payments.

By registering, you agree to provide true, accurate, current, and complete information as prompted by the registration form.  If any information provided by you is untrue, inaccurate, not current, or incomplete, Viewpost may, at any time, reject your registration, terminate your right to access and use the Viewpost Site and Viewpost Services, and/or take any and all other actions Viewpost considers appropriate, including, without limitation, contacting law enforcement or applicable regulatory agencies.

Termination

You or Viewpost may at any time, for any or no reason, terminate your account and your right to access and use the Viewpost Site and Viewpost Services; however, these Terms shall remain in effect after termination of your account for any reason.  We may communicate such termination to any financial institution you have registered with the Viewpost Services.

Credentials

You agree to: (i) keep your username and password secure and confidential; (ii) not permit others to use your account; (iii) refrain from using other Users’ accounts; (iv) refrain from selling, trading, or otherwise transferring your account to another party; (v) refrain from charging anyone for access to any portion of the Viewpost Site or the Viewpost Services; and (vi) review and implement the security measures detailed on our Security site. You are responsible for anything that happens through your account.

You are responsible for maintaining adequate security and control of any and all usernames, passwords, personal identification numbers (PINs), challenge question responses, and/or any other codes or devices that you use to access the Viewpost Site and Viewpost Services.

Security and Identity Authentication

You authorize Viewpost, directly or through third parties, to make any inquiries we consider necessary to confirm your identity. This may include asking you for further information, requiring you to provide a taxpayer identification number, geo-location and/or other identifying information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying the information you submit to us against third-party databases or through other sources. You acknowledge that some of these sources may include methods that are implemented without your knowledge, and some sources may include methods that are performed as you use the Viewpost Site or Viewpost Services, such as the use of anti-virus and/or anti-fraud technology. If Viewpost cannot validate the information you provide, your use of the Viewpost Services may be restricted or terminated.

Viewpost reserves the right to monitor all network traffic to the Viewpost Site to identify and, as determined by Viewpost, to block unauthorized attempts or intrusions to upload or change information or cause any damage to the Viewpost Site or Viewpost Services in any manner. By accessing the Viewpost Site or Viewpost Services, you consent to such monitoring.

You agree that the procedures provided for in these Terms (as well as those identified in the Viewpost Privacy Policy) to protect personal information and to verify the identity of Users constitute commercially reasonable website security and User verification procedures. Viewpost does not guarantee the identity of any User or guarantee that any User will be or is authorized to complete any transaction. You agree that you are responsible for any additional verification procedures and security you deem necessary. To the extent a User declines additional security controls offered by Viewpost, including, but not limited to, dual factor authentication or dual approval for payments, User assumes the additional risk.

You acknowledge that there are risks inherent in use of the Internet that could result in the loss or compromise of User Data and Content (as defined below).

Use of the Viewpost Site and Viewpost Services

The Viewpost Site includes data, text, software, audio, images, photographs, graphics, video, messages, files, software, or other materials (collectively, the “Viewpost Site Content”). The Viewpost Site Content may include certain materials that may be owned by third parties (“Third Party Content”) or may comprise User Data and Content (as defined below). The Third Party Content may be subject to terms and conditions in addition to these Terms (“Third Party Terms”).

The Viewpost Site Content is presented solely for the purpose of providing the Viewpost Services. Viewpost is the sole interpreter of the Viewpost Site’s intended and acceptable use and purpose.

The Viewpost Site may be reproduced or transmitted only as provided in these Terms or in the applicable Third Party Terms, or with the express written consent of Viewpost.

Viewpost grants Users a revocable, non-transferable, non-exclusive right, with no right to sublicense, to access and view, display, print (in the case of text and graphics) and listen to the Viewpost Site Content for the permitted use and purpose described herein, subject to the following conditions and the specific software license provided below:

You may NOT: (i) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Viewpost Site Content, or any portions thereof, to anyone without the prior written consent of Viewpost; (ii) reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of, or create derivative works from the Viewpost Site Content; and (iii) remove, disable or circumvent any security protections, proprietary notices or labels contained on or within the Viewpost Site. For the avoidance of doubt, the license granted herein does not grant you any right to use the trademarks, service marks, or logos of Viewpost.

Use of any Viewpost software you have downloaded to your computer, device, or other platform is subject to the Viewpost End User License Agreement. viewpost does not own, control nor have any responsibility or liability for any third party software application you elect to use on the viewpost site and/or in connection with the Viewpost Services.

Nothing contained on the Viewpost Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Viewpost Site or any Viewpost Site Content, through the use of framing, “deep linking,” use of a “robot,” “bot,” “spider,” “data mining” or similar automated method, or otherwise, except: (i) as expressly permitted by these Terms; or (ii) with the prior written permission of Viewpost or such third party that may own the trademark or copyright of the relevant material displayed on the Viewpost Site. This restriction does not apply to robots, bots, spiders or other similar automated methods to index the public content of the Viewpost Site for use in connection with leading search engines and Internet directories.

Restrictions

You may not use the Viewpost Site or the Viewpost Services to (i) engage in any illegal activity or the planning of any illegal activity, (ii) export or re-export any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (iii) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (iv) interfere with, disrupt or attempt to gain unauthorized access to other accounts on the Viewpost Site or any other computer network; (v) disseminate or transmit viruses, worms, Trojan horses, or any other malicious or invasive code or program; or (vi) engage in any other activity deemed by Viewpost to be in conflict with the spirit or intent of the Viewpost Site or Viewpost Services.

You may not use the Viewpost Services if your business is primarily engaged in any of the following: adult entertainment services, gambling, illegal drugs (including marijuana and substances that mimic the effects of illegal drugs) and drug paraphernalia, internet gun sales, wholesale dealing in jewels, precious metals and stones, virtual currency, and payday and auto title lending.

Viewpost reserves the right to refuse to complete any Payment you initiate using the Viewpost Services. Viewpost payment services from a Viewpost Business Account may be used only by commercial entities to facilitate the payment for amounts owed for goods and services procured for commercial purposes (and may not be used for any personal, family, household, or other consumer purpose). An Electronic C2B Payment may be used for personal, family, household or other consumer purposes. You many not use the Viewpost Site or the Viewpost services as a funds transfer or money-transmission service or to engage in transactions involving (i) the sale of goods and services that require a government-issued license without the proper license to do so, (ii) stolen goods, (iii) items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (iv) items that may be considered obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious.

Information Privacy

The Viewpost Privacy Policy specifies how Viewpost collects, stores, uses and shares the personal information of the Users of the Viewpost Site.

User Data and Content

Each User is solely responsible for all data, text, software, audio, images, photographs, graphics, video, messages, files, or other materials that are transmitted, posted, processed, distributed, or otherwise made available by such User on, through, or in connection with the Viewpost Site, such as through our support chat tool, or the Viewpost Services (collectively, “User Data and Content”).

By submitting User Data and Content:

  • You agree to submit User Data and Content for only those purposes permitted by Viewpost.
  • You agree not to submit any personal information except to the extent required to access and use the Viewpost Services.
  • You agree not to knowingly submit User Data and Content that infringes in any way or violates any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party.
  • You agree not to submit User Data and Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or is otherwise objectionable, as determined by Viewpost in its sole discretion.
  • You agree to access and use the Viewpost Site and Viewpost Services honestly and in compliance with the law. You are prohibited from impersonating any other person or entity, including, but not limited to, an agent, employee, or officer of Viewpost. You are also prohibited from circumventing, or otherwise attempting to circumvent, any obligations arising from your use of the Viewpost Site or Viewpost Services. You may not intentionally or unintentionally violate or intend to violate any applicable law while using or accessing the Viewpost Site or in connection with your use of the Viewpost Services, in any manner.
  • You agree that you are prohibited from using the Viewpost Site and Viewpost Services to invade the privacy or violate any personal or proprietary right of any person or entity.
  • You agree that the User Data and Content does not contain a virus or other harmful code or device. You may not use the Viewpost Site to transmit or otherwise facilitate the transmission of spam or other multiple mailings.
  • You agree that you are responsible for maintaining all records of your User Data and Content, including, without limitation, your use of the Viewpost Site and Viewpost Services and any records required to be maintained pursuant to law. Viewpost is not obligated to retain any User Data and Content or maintain other records on your behalf.

We require certain rights to the User Data and Content to make available the Viewpost Site and Viewpost Services to others. By submitting User Data and Content, you hereby grant Viewpost a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the User Data and Content in any manner and for any purpose in connection with the Viewpost Services. Some examples of use of User Data and Content could include rendering check images, logos, and the verbiage of your accounts payable/receivable information.

By submitting User Data and Content to us, you represent and warrant that you have sufficient rights in the User Data and Content to grant such license and make such submission.

Viewpost Site Content

You acknowledge that Viewpost is not responsible for User Data and Content submitted to the Viewpost Site by Users. Although Viewpost does not review, monitor or edit the User Data and Content, Viewpost reserves the right at its sole discretion, but is not obligated, to refuse or remove any User Data and Content, in whole or part, for any reason. Viewpost is not responsible for any removal of User Data and Content or failure or delay in removing User Data and Content.

By using the Viewpost Site you understand and agree that you may be exposed to User Data and Content posted by other Users that you may find to be inaccurate, offensive, indecent or objectionable in some way. Under no circumstances will Viewpost be liable in any way for any User Data and Content, including, but not limited to, liability for any errors or omissions in any User Data and Content or for any loss or damage of any kind incurred as a result of the use of any User Data and Content posted, emailed or otherwise transmitted via the Viewpost Site or Viewpost Services.

Modifications to the Viewpost Site

Viewpost reserves the right at any time to modify or discontinue, temporarily or permanently, the Viewpost Site and Viewpost Services, or any part of the Viewpost Site and Viewpost Services, with or without notice and without cost. Furthermore, the Viewpost Site and Viewpost Services may become unavailable due to suspension of the Internet, or maintenance or malfunction of computer equipment or other reasons. You agree that Viewpost will not be liable to you or to any third party for any modification, suspension, malfunction, or discontinuance of the Viewpost Site and Viewpost Services.

Intellectual Property Rights

The Viewpost Site and the Viewpost Site Content, including, without limitation, the VIEWPOST; SEE BUSINESS BETTER; THE FASTER PAYMENT NETWORK; BUSINESS WITHOUT WALLS; VIEWPOST DIGITAL CHECK; VIEWPOST CHECK; VIEWPOST EXPRESS; VP EXPRESS; VPX; VP; FEEBIES; VIEWPOST ENABLED; MORE FREE. LESS FEE; SEE BUSINESS WITH UNPRECEDENTED CLARITY; LIKE HIGH RETURNS, TRUST MUST BE EARNED marks, are the property of Viewpost IP Holdings, LLC and its licensees, and are protected from unauthorized reproduction and dissemination by applicable copyright law, trademark law, international conventions and other intellectual property laws. All other product names are trademarks or registered trademarks of their respective owners.

Indemnification

By using the Viewpost Site and Viewpost Services, you agree to defend, indemnify and hold Viewpost and its affiliates and their officers, directors, employees, representatives, successors and assigns, harmless from any and all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, arising in any way from (i) access, use or misuse of the Viewpost Site or Viewpost Services, including, without limitation, the uploading, posting, publishing, emailing, reproduction, distribution, or transmission of any Viewpost Site Content (including, without limitation, all User Data and Content) or other materials by you, your agents, representatives, officers, contractors, or employees; (ii) any products or services made available by you, your agents, representatives, officers, contractors, or employees, or any dispute between you and any other User or third party arising from use of Viewpost Services; (iii) actual or alleged breach of these Terms or violation of any law by you, your agents, representatives, officers, contractors, or employees; (iv) acts or omissions, including, without limitation, those resulting in injuries and property damage, by you, your agents, representatives, officers, or employees arising from the use of Viewpost Services; (v) a transaction that you initiate using the Viewpost Service that is later dishonored, canceled, returned, reversed or is otherwise not processed; or (vi) a dispute between you and any third party related to any Invoices, Payments, or any other transaction or activity conducted using the Viewpost Services. Your obligations under this Section include claims that arise out of the acts or omissions of you, your agents, representatives, officers or employees, or any person who gains access to your account as a result of your failure to use reasonable security precautions, even if the acts or omissions were not authorized by you. Viewpost reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Viewpost in asserting any available defense.

Linked Third Party Sites

You may be able to link to or otherwise access third parties’ websites (“Linked Third Party Sites”) from the Viewpost Site. Linked Third Party Sites are not, however, reviewed, controlled, or examined by Viewpost in any way, and Viewpost is not responsible for the content, availability, advertising, products, or other materials of any such Linked Third Party Sites, including any additional links contained therein. A link or other source of access to any outside Viewpost Site does not imply that Viewpost endorses or accepts any responsibility for the content or use of such a Linked Third Party Site, and any reference on the Viewpost Site to any third party or third party product or service should not be construed as an approval or endorsement by Viewpost of that third party or of any product or service provided by a third party.

It is your sole responsibility to comply with the appropriate terms of service of the Linked Third Party Site as well as with any other obligation under law related to the use of such Linked Third Party Site and any content contained therein. In no event shall Viewpost be liable to anyone for any loss or damage caused by or in connection with use of the Linked Third Party Site or the information or material accessed through the Linked Third Party Site. Viewpost reserves the right, at its sole discretion, to remove, without notice, any link(s) to any of the Linked Third Party Sites from the Viewpost Site.

Dealings with Advertisers and Users

Except as may be specified in the Viewpost Payment Terms, your correspondence or dealings with advertisers or Users through the Viewpost Site, including, without limitation, delivery of related goods or services, are solely between you and such advertiser or User. You agree that Viewpost is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or Users on the Viewpost Site. Viewpost is not responsible for the actions of advertisers, Users or third parties.

Fees

Certain services and features of Viewpost are made available in exchange for fees as set forth in the terms and conditions for such Viewpost Services. Viewpost may charge fees for all or some of the Viewpost Services in its sole discretion. If Viewpost terminates your registration because of your breach of these Terms, you will not be entitled to a refund of any unused portion of such fees, except to the extent required under applicable law. In all cases, you are responsible for the payment of all amounts that are due and payable to Viewpost.

Viewpost Mobile

Viewpost allows you to access certain Viewpost Services through your mobile phone by means of mobile applications. In your use of any Viewpost mobile application, you are responsible for any fees that your phone service provider charges, such as fees for SMS, data services, and any other fees that your phone service provider may charge.

Legal Compliance

You are prohibited from using the Viewpost Site and Viewpost Services in any manner that would violate any law, rule, or regulation in any jurisdiction. You agree to immediately notify Viewpost of any unauthorized use of the Viewpost Site of which you know or suspect. You agree that any violation of these Terms may result in termination of your registration, including, without limitation, your privileges as a User on the Viewpost Site, and legal action may also be taken.

Disclaimer of Warranties

VIEWPOST SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ALL USER DATA AND CONTENT, AND THE VIEWPOST SERVICES ARE PROVIDED “AS IS.” SPECIFICALLY, BUT WITHOUT LIMITATION, VIEWPOST DOES NOT WARRANT THAT: (i) THE VIEWPOST SITE CONTENT, VIEWPOST SERVICES AND/OR ANY USER DATA AND CONTENT IS CORRECT, ACCURATE, RELIABLE, OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THE VIEWPOST SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THE VIEWPOST SITE OR THE SERVER(S) THAT MAKE EACH AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS SUCH AS MALWARE. VIEWPOST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE VIEWPOST SITE CONTENT AND VIEWPOST SERVICES, INCLUDING, WITHOUT LIMITATION, ALL USER DATA AND CONTENT PROVIDED ON THE VIEWPOST SITE, AND VIEWPOST DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES SHALL VIEWPOST BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE VIEWPOST SITE, THE VIEWPOST SITE CONTENT (INCLUDING, WITHOUT LIMITATION, THE USER DATA AND CONTENT) AND/OR THE VIEWPOST SERVICES EVEN IF VIEWPOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL VIEWPOST’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE VIEWPOST SITE AND VIEWPOST SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, VIOLATION OF LAW, INFRINGEMENT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO VIEWPOST FOR THE VIEWPOST SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR, IF GREATER, THE LOWEST AMOUNT PERMITTED UNDER APPLICABLE LAW.

Copyrights and Copyright Agent

If you believe any materials accessible on or from the Viewpost Site infringe your copyright, you may request removal of those materials (or access thereto) from the Viewpost Site by contacting Viewpost’s copyright agent (identified below) and providing the following information:

  1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number, and (if available) email address.
  4. A statement that you have a good faith belief that the complained use of the materials is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative.

The address for Viewpost’s agent for copyright issues relating to this website is as follows:

Viewpost North America, LLC
Attn: Legal
2600 Lucien Way, Suite 100
Maitland, Florida 32751

International Use

Viewpost makes no representation that the Viewpost Site and Viewpost Services, including, without limitation, the Viewpost Site Content, are appropriate or available for use outside the United States. Those who choose to access the Viewpost Site and Viewpost Services from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Jurisdiction and Enforcement

These Terms are governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of law.

All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in the English language in Orlando, Florida, U.S. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of Florida. The parties shall initially bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration as well as such costs and expenses incurred by the prevailing party prior to, during and after arbitration including the prevailing party’s initial arbitration costs, in such an amount as may be determined by the arbitrator). The parties agree that any such arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitrator, except as may lawfully be required in judicial proceedings relating to the arbitration, by regulatory authorities or applicable law. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement, and Viewpost shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction.

If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Insolvency Proceedings

You hereby acknowledge and agree that these Terms constitute an executory contract in which Viewpost grants you a limited license to the Viewpost Site and Viewpost Services, and that nothing in the Terms is intended to confer on you any property rights in or to the Viewpost Site or Viewpost Services. If you file or have filed against you any insolvency or bankruptcy petition, assignment for the benefit of creditors, or other proceeding in which a receiver, trustee or other third party takes possession of all or substantially all of your assets, Viewpost shall be permitted to take such appropriate lawful action to exercise and preserve its rights under this Agreement and shall be permitted to recover all reasonable costs or expenses (including reasonable attorneys’ fees and costs) incurred in connection therewith.

Waiver of Trial by Jury

YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OR ANY ANCILLARY AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Waiver

Viewpost shall not be deemed to have waived any of its rights, powers, or remedies hereunder except in writing signed by an authorized agent or representative of Viewpost. Viewpost may, by a signed written instrument, waive compliance by the User with any term or provision of these Terms. A waiver by Viewpost of a breach of any term or provision of these Terms shall not be construed as a waiver of any subsequent breach.

Electronic Communications Delivery Policy

You agree that Viewpost may provide all notices and other communications electronically, including, but not limited to, service updates and amendments to these Terms. We may make these communications available by means of posts to the Viewpost Site, messages to your account inbox and/or email account, and/or messages to your mobile device, among other means. You will need a computer (or mobile device) web browser and printer to access and print such electronic communications. We reserve the right to prohibit your access and use of the Viewpost Site and Viewpost Services if you withdraw your consent to receive electronic communications. Any electronic communications will be considered to be received by you within twenty-four (24) hours of the time we electronically transmit it to you. Any communications sent to you by postal mail will be considered to be received by you five (5) business days after being sent.

Entire Agreement

These Terms, and all terms and conditions, policies incorporated herein, are the entire agreement between you and Viewpost relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by Viewpost, as described above.

Independent Contractor

Viewpost is an independent contractor for all purposes with respect to Users. Except as noted in the Viewpost Payment Terms, Viewpost does not act as an agent or representative of its Users, and Viewpost disclaims any such agency or representative capacity.

Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, your account or any of your rights or obligations under these Terms. All such attempted transfers, assignments, sublicenses or pledges are void.

Last Updated: January 12, 2017