TERMS AND CONDITIONS

AGREEMENT
This Agreement sets forth the Standard Terms and Conditions that apply to use of the Villa Derningham site.
YOUR USE OF THE Villa Derningham SERVICES INDICATES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE.

TERMS AND CONDITIONS
You agree to familiarize yourself with the Terms and Conditions, and abide by them if you choose to use the sites, or accept the services or benefits, to which such terms apply.

CONDITIONS OF USE
You are entirely responsible and liable for all postings to Villa Derningham and the contents of your messages and the consequences of any such messages. You agree to abide by all applicable local, state, national and international laws and regulations regarding your use of our service.

You agree that you will not use Villa Derningham for chain letters, junk mail, "spamming", solicitations (commercial or noncommercial) or any use of distribution lists to any person who has not given specific permission to be included in such a process.

INTELLECTUAL PROPERTY
You agree that you will not upload or transmit any Content to Villa Derningham that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party. By submitting Content to Villa Derningham you automatically grant or warrant that the owner of such Content has expressly granted Villa Derningham the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Rights that may exist in such Content.

LINKS
The links on the Villa Derningham Web Site may let you leave the Villa Derningham Web Site. You acknowledge that the linked sites are not under the control of Villa Derningham and Villa Derningham is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates of such sites. Villa Derningham is not responsible for web casting or any other form of transmission received from any linked site. Villa Derningham is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Villa Derningham of the linked site or any association with their operators.

UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Villa Derningham Web Site you warrant to Villa Derningham that you will not use the Villa Derningham Web Site for any unlawful purpose.

COPYRIGHT AND TRADEMARKS
All contents of the Villa Derningham Web Site are proprietary to Villa Derningham, and/or its suppliers and are protected under international Copyright and Trademark law. All rights are reserved. Villa Derningham reserves any rights not expressly granted herein.

PROMOTIONAL MESSAGES
Villa Derningham may, from time to time, send e-mail messages to Users regarding Users account. Villa Derningham will not, however, provide your e-mail address to third parties, nor send you promotional messages regarding third party services not directly related to Villa Derningham.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
THE Villa Derningham SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Villa Derningham EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Villa Derningham SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Villa Derningham, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Villa Derningham, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Villa Derningham SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE Villa Derningham SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR SERVICES. THE SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT Villa Derningham IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM AND ITS AFFILIATES.
THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

FORCE MAJEURE
If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of Villa Derningham, Villa Derningham is unable to perform in whole or in part its obligations as set forth in this Agreement, then Villa Derningham shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make Villa Derningham liable to the User.

SURVIVABILITY
The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely - confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless Villa Derningham against any and all claims, losses, liability costs and expenses (including but not limited to reasonable attorneys' fees) arising from your violation of these Terms and Conditions or any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Villa Derningham.

HEADINGS
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such action.

ASSIGNMENT
In the event of a merger or consolidation of Villa Derningham, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.

ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supercedes any prior Agreements between the parties with respect thereto.

MODIFICATION OF TERMS
Villa Derningham reserves the right to modify this policy at any time and without advance notice, effective upon making the modified provisions available on the Villa Derningham Web Site. You are responsible for regularly reviewing these documents. Continued use of the Villa Derningham Web Site after any such changes shall constitute your consent to such changes. Villa Derningham does not and will not assume any obligation to notify you of any changes to the Terms of Use.