TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms are a legal contract between you and Vincit California, Inc. (“Vincit”, “Company”, “we”, “us”, or “our”).
1. Agreement to terms of service
If you use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to enter and accept these Terms on such individual’s or entity’s behalf.
2. Changes to terms of service and services
To the fullest extent permitted by law, we reserve the right to change these Terms at any time in our sole discretion and to notify users of any such changes by posting the amended Terms on our Site. The most current version of these Terms will supersede all previous versions. Your continued use of the Services after the posting of any amended Terms shall constitute your agreement to be bound by such changes.
We may from time to time add new Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. The use of new services will be governed by these Terms. You agree that we will not be liable to you or any third party for any change, suspension or discontinuation of any of the Services or portion thereof.
3. Access to the Site
3.1 License. Subject to these Terms, Vincit grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
3.3 Modification. Vincit reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Vincit will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
3.4 No Support or Maintenance. You acknowledge and agree that Vincit will have no obligation to provide you with any support or maintenance in connection with the Site.
3.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content (“Content”) are owned by Vincit or Vincit’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Vincit reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
4. User Content
4.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 5). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Vincit. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Vincit is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
4.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Vincit an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
5. Acceptable Use Policy
The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
5.2 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities.
Feedback. If you provide Vincit with any feedback or suggestions regarding the Site (“Feedback”), you 5.3 hereby assign to Vincit all rights in such Feedback and agree that Vincit shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Vincit will treat any Feedback you provide to Vincit as non-confidential and non-proprietary. You agree that you will not submit to Vincit any information or ideas that you consider to be confidential or proprietary.
7. Age Restrictions
The Services and this Site are intended for users who are 18 years of age and above. Some of the content on the Site may be inappropriate for children. You must be 18 years of age or older to create an account with us or use the Services.
If you are not eligible to access the Site or Services under these Terms, do not use the Site or Services. Vincit disclaims any and all liability arising from use of the Site or Services by individuals under the age of 18.
8. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VINCIT, ALL SERVICES AND SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
VINCIT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. VINCIT MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, CURRENT OR ERROR-FREE.
WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VINCIT MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
FURTHER, WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR, AND YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST US WITH RESPECT TO, THE ACCURACY, CONTENT OR AVAILABILITY OF INFORMATION FOUND ON A SITE THAT LINKS TO OR FROM A THIRD-PARTY SITE. WE MAY OFFER LINKS TO, OR INCORPORATE INTO THE SITE, THIRD-PARTY SITES THAT OFFER VARIOUS PRODUCTS AND/OR SERVICES. WE CANNOT ENSURE THAT USERS WILL BE SATISFIED WITH ANY PRODUCTS OR SERVICES THAT ARE PURCHASED FROM SUCH A THIRD-PARTY SITE, SINCE SUCH SITES ARE OWNED AND OPERATED BY OTHERS. WE DO NOT ENDORSE ANY OF SUCH PRODUCTS OR SERVICES, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY OR RELIABILITY OF ANY OF THE INFORMATION CONTAINED IN ANY THIRD-PARTY SITES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION) USERS MIGHT BE REQUESTED TO GIVE A THIRD-PARTY SITE. WE STRONGLY ENCOURAGE USERS TO MAKE THEIR OWN INVESTIGATION OF THIRD-PARTY SITES BEFORE PROCEEDING WITH ANY TRANSACTION WITH SUCH THIRD PARTIES.
9. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law: (a) in no event shall Vincit, its affiliates, directors, members, employees or agents be liable for any special, indirect or consequential damages, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site or the Services or Content or the materials contained in or accessed through the Site, including without limitation any damages caused by or resulting from reliance by user on any information obtained from Vincit, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Vincit's records, programs or services; and (b) in no event shall the aggregate liability of Vincit, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use any providers, the Services or the Site exceed any compensation you pay, if any, to Vincit for access to or use of the Site and the Services.
You agree to defend, indemnify, and hold harmless Vincit and our affiliates, officers, employees, independent contractors, suppliers and agents from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or relating to (a) your use of the Site and/or Services, (b) your violation of applicable laws or regulations or (c) your conduct, your violation of these Terms or your violation of the rights of any third party.
Notwithstanding any of these Terms, Vincit reserves the right, without notice and in its sole discretion, to terminate your license to use the Site and related Services, and to block or prevent future your access to and use of the Site.
12. Copyright Matters; Copyright Complaints
All Content (unless otherwise indicated) is the intellectual property of Vincit and its contributors. Unauthorized distribution, republication, or copying of any Content in any form is strictly prohibited.
It is Vincit’s policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act ("DMCA"). If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting our copyright agent (identified below) and providing the following information:
- 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.
- 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 lo cate the material.
- Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- 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.
- A signature or the electronic equivalent from the copyright holder or authorized18 representative.
Vincit’s agent for copyright issues relating to this Site is as follows:
300 Spectrum Center Drive, Suite 1110
Phone number +1-949-751-2140
In an effort to protect the rights of copyright owners, Vincit maintains a policy for the termination, in appropriate circumstances, of users of this Site who are repeat infringers.
13. Applicable Law and Venue
These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Orange County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
14. Arbitration Agreement; Class Waiver
Please read the following paragraphs carefully because they require you to arbitrate disputes with Vincit and limit the manner in which you can seek relief from us.
All claims and disputes in connection with the Terms or the use of any product or service provided by Vincit that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”), except that neither party is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and Vincit, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org.
The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
The arbitrator will decide the rights and liabilities, if any, of you and Vincit, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Vincit.
YOU AND VINCIT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Vincit in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND VINCIT WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this sub-paragraph is deemed invalid or unenforceable, neither you nor Vincit are entitled to arbitration and instead all claims and disputes shall be resolved in a court located in Orange County, California.
No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Notwithstanding the foregoing, either you or Vincit may bring an individual action in small claims court. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the federal and courts located in Orange County, California, for such purpose.
This Arbitration Agreement will survive the termination of your relationship with Vincit.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
16. Electronic Communications
The communications between you and Vincit use electronic means, whether you use the Site or send us emails, or whether Vincit posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Vincit in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Vincit provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
17. Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Vincit is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Vincit’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Vincit may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
18. Copyright/Trademark Information
Copyright © 2021 Vincit, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
19. Questions & Contact Information
If you have any comments, concerns or questions about these Terms or our Services, please contact us at:
Phone number: (949) 751-2140
©2021 Vincit California, Inc.